ACCLAIM ENTERTAINMENT: Headquarters on Auction Block Dec. 6-----------------------------------------------------------David R. Maltz & Co., Inc., will auction the former headquarters of Acclaim Entertainment, Inc., located at 70 Glen Street in Glen Cove, New York, on Monday, Dec. 6, 2004, at 10:00 a.m. in Courtroom No. 860 at the U.S. Bankruptcy Court in Central Islip, New York. The minimum bid is $9,505,000. The property will be sold free and clear of all liens, claims and encumbrances.

The free-standing, four-story concrete and glass building houses 71,600 square feet of space and is located on 1.56 acres. Additional information is available from the auctioneer:

Headquartered in Glen Cove, New York, Acclaim Entertainment was a worldwide developer, publisher and mass marketer of software for use with interactive entertainment game consoles including those manufactured by Nintendo, Sony Computer Entertainment and Microsoft Corporation as well as personal computer hardware systems. The Company filed a chapter 7 petition on Sept. 1, 2004 (Bankr. E.D.N.Y. Case No. 04-85595). Jeff J. Friedman, Esq., at Katten Muchin Zavis Rosenman represents the Debtor. Allan B. endelsohn, Esq., serves as the chapter 7 Trustee. When the Company filed for bankruptcy, it listed $47,338,000 in total assets and $145,321,000 in total debts.

-- established and maintained a cash management system wherein funds from ACOM, its subsidiaries, and Rigas-controlled entities were deposited and commingled in a single account;

-- "siphoned" millions of dollars of funds held in the CMS for their own use and benefit;

-- used proceeds obtained through various co-borrowing agreements entered into between certain financial institutions and ACOM subsidiaries and Rigas entities, for purposes not related to ACOM businesses; and

-- borrowed about $3.2 billion through the co-borrowing facilities, the majority of which was allegedly used to purchase ACOM securities between August 1998 and January 2002.

In August 2004, ACOM asked the Court for summary judgment against all the Rigas Defendants. ACOM seeks a $3,232,373,940 judgment on account of its unjust enrichment and constructive trust claim against the Rigases. ACOM asserts that the facts underlying its unjust enrichment claim are basically undisputed and that it is entitled to judgment as a matter of law.

Rigases Request Additional Discovery

Although the Rigases' request to dismiss the Amended Complaint is still pending, Lawrence G. McMichael, Esq., at Dilworth Paxon, in Philadelphia, Pennsylvania, notes that ACOM is asking the Court to enter judgment without even:

-- affording the Rigas Defendants an opportunity to depose Robert J. DiBella, the witness called to summarize the prosecution's case at the end of the criminal trial;

-- without examining the accountants, financial advisors and lawyers who advised on and participated in the accounting entries that Mr. DiBella relies upon; and

-- examining the extent to which ACOM has an adequate remedy at law, precluding their resort to the equitable doctrines of unjust enrichment and constructive trust.

Despite the repeated scurrilous claims that ACOM made against the Rigases, according to Mr. McMichael, the Rigases consistently have been prevented from obtaining discovery that they believe would materially undermine ACOM's claims. In contrast, ACOM has not only had over two years of unfettered access to all the documents in its possession and to its employees, but has also had access to mountain of information developed by the Government in its investigation.

"Now, before any merits discovery at all has been conducted, rather than provide such discovery and move the case forward in a logical manner Adelphia simply seeks entry of judgment, jointly and severally, against thirty separate individuals and entities," Mr. McMichael says.

Mr. McMichael asserts that discovery is required before the Court can decide on ACOM's claim of unjust enrichment. At the very least, various nuances exist in proving an unjust enrichment claim under the circumstances in this case which demand discovery before the Court can further consider ACOM's request for summary judgment. In addition, before the Court grants ACOM the unique equitable remedy of imposition of a constructive trust, there must be consideration of all of the surrounding circumstances of countless transactions that took place over a period of years.

"It is simply absurd to suggest that such a draconian result can be achieved simply by filing a motion before the pleadings have even closed," Mr. McMichael states.

Pursuant to Rule 56(f) of the Federal Rules of Civil Procedure, the Rigases ask the Court for permission to conduct discovery prior to submitting their opposition to ACOM's Summary Judgment Motion.

Mr. McMichael explains that discovery will demonstrate that, when the ACOM and Rigas Defendant co-borrowers entered into the co-borrowing agreements, they created an implied-in-fact agreement with respect to who was primarily responsible for repayment of the co-borrowing debt to the banks and defining the rights as between ACOM and the Rigas Defendant co-borrowers. Such an agreement would preclude ACOM's unjust enrichment claim.

Discovery, Mr. McMichael continues, will also reveal that the parties agreed that if co-borrowed funds were used by or for the benefit of Rigas Defendants, the Rigas Defendant co-borrowers would be primarily responsible to the banks for repayment of those funds, regardless of whether the funds were drawn down and placed into an ACOM or Rigas Defendant account in the first instance. In turn, ACOM would be a guarantor of that debt if the Rigas Defendants did not repay the debt to the banks when it became due and would have only contribution rights against the Rigas Defendants if ACOM ever repaid debt primarily owed by the Rigas Defendants. The same practices would be true with respect to co-borrowed funds ACOM used.

The Rigas Defendants believe that the testimony of ACOM accounting personnel will explain how co-borrowed funds were tracked in the accounting system as to each co-borrower.

The Rigas Defendants also seek to demonstrate that the May 2002 Assumption Agreements were utilized to spell out the co-borrowed funds for which each Rigas and ACOM co-borrower is primarily liable and the parties' respective obligations. Mr. McMichael tells Judge Gerber that individuals with knowledge of the Assumption Agreements include representatives of Buchanan Ingersoll, P.C. and Adelphia representatives like Randall Fisher, former general counsel of Adelphia, who is a signatory to those Agreements.

"Adelphia claims that the Rigas Defendants wrongfully benefited from the structure of the CMS and the co-borrowing agreements. Discovery is needed to refute Adelphia's claims and, indeed, show that Adelphia actually enjoyed a benefit from the transactions at issue," Mr. McMichael maintains.

Mr. McMichael further asserts that discovery will concretely establish that ACOM benefited from:

(1) the CMS;

(2) the co-borrowing agreements;

(3) the Rigas Defendants' purchases of Adelphia securities; and

(4) the Rigas Defendants' acquisition of private cable systems.

The Rigas Defendants believe that the Independent Board of Directors of Adelphia will provide testimony supporting each of these assertions, including testimony acknowledging that they were aware of and approved of each and every transaction as being in ACOM's best interests. The Rigas Defendants also believe that testimony from representatives of Deloitte & Touche will confirm the Independent Directors' knowledge and approval of these transactions, as well as the Rigas Defendants' contention that ACOM derived a benefit from the transactions. Discovery of ACOM accounting personnel is also needed to determine the extent to which ACOM benefited from these processes and transactions.

ACOM Opposes Additional Discovery Request

The Rigases "falsely claim that they had no discovery," Philip C. Korologos, Esq., at Boies Schiller & Flexner, LLP, in Armonk, New York, states. The Rigases have received, and spent, millions of dollars reviewing millions and millions of pages of evidence and tens of thousands of pages of witness statements and testimony.

Mr. Korologos informs the Court that the Rigases have at least received:

-- millions of ACOM documents that ACOM has also produced to the government;

-- gigabytes of electronic documents and data including several imaged hard drives, e-mails and electronic access to ACOM's general ledger;

-- the 411-page, single-spaced Summary of Investigation prepared by Covington & Burling for the Special Committee of Adelphia's Board of Directors and the related appendices and its more than 450 exhibits;

-- the more than 100 witness interview memoranda created during the Covington & Burling Investigation;

-- transcripts from 57 days of testimony by 22 witnesses in the proceeding United States v. Rigas;

-- thousands of government exhibits representing the documents identified as central to the Rigases' conduct in the Criminal Proceedings;

-- more than one million pages of documents from the files of Buchanan Ingersoll, Adelphia's former outside counsel;

-- Deloitte & Touche's entire document production to the Securities and Exchange Commission; and

-- all of the Board minutes and related materials that were in ACOM's files.

Since the Rigases have more than sufficient evidence at their disposal to try to mount a defense to summary judgment, Mr. Korologos asserts that no additional discovery is necessary or appropriate.

Mr. Korologos also points out that the purported facts that the Rigases seek to adduce through additional discovery will not and cannot alter the clear and undisputed facts that establish a clear basis for summary judgment.

Moreover, the Rigases have not even satisfied their burden of identifying with specificity the discovery that they require on ACOM's constructive trust claim and how it may relate to any material issues. Regardless, identifying with particularity the property and other assets that would be subject to imposition of a constructive trust is, at this stage, unnecessary.

Accordingly, ACOM asks the Court to promptly establish an argument date at which the Rigases must put forward affidavits and arguments as to why summary judgment should not be granted.

Headquartered in Coudersport, Pennsylvania, AdelphiaCommunications Corporation (OTC: ADELQ) is the fifth-largest cable television company in the country. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital videe services, high-speed Internet access and other advanced services over its broadband networks. The Company and its more than 200 affiliates filed for Chapter 11 protection in the SouthernDistrict of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.74; Bankruptcy Creditors' Service, Inc., 215/945-7000)

Sydney Isaacs, is named to the position of Senior Vice President,Corporate Development and Chief Legal Officer, ACE Aviation Holdings Inc. Mr. Isaacs joined Air Canada in 2000 initially in a business development capacity and subsequently as Senior Director, Mergers and Acquisitions and most recently as Senior Director, Restructuring. He was previously a partner at Stikeman Elliott. Isaacs holds law degrees from the London School of Economics and McGill University in Montreal.

David J. Shapiro, presently Assistant General Counsel, moves to the position of Vice President and General Counsel, Air Canada, replacing John Baker who has left the Company. Prior to his joining Air Canada's Legal Branch in 1997, Mr. Shapiro was a senior associate at Davies, Ward, Phillips & Vineberg. Mr. Shapiro holds degrees from Harvard Law School, Osgoode Hall Law School, the University of Montreal, and McGill University.

Johanne Drapeau, is appointed Corporate Secretary, ACE Aviation Holdings Inc. and Air Canada. Mrs. Drapeau has been Deputy Secretary of the Corporation since 2001. Since joining Air Canada in 1981, she has held various positions in the legal branch in commercial law including the position of General Attorney. Mrs. Drapeau holds a law degree from the University of Montreal. She replaces Paul Letourneau, Air Canada Vice President and Corporate Secretary who has elected to retire after 25 years with Air Canada.

Jack McLean, is appointed Controller, ACE Aviation Holdings Inc. and Air Canada. Mr. McLean has held a wide variety of finance positions both in Montreal and Winnipeg since joining Air Canada in 1981. Prior to being named Controller, Mr. McLean was General Manager, Finance responsible for all accounting and financial reporting functions at Air Canada. Mr. McLean holds a CGA designation from the Certified General Accountants Association of Manitoba.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario Superior Court of Justice, Case No. 03-4932) and filed a Section 304 petition in the U.S. Bankruptcy Court for the Southern District of New York (Case No. 03-11971). Mr. Justice Farley sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at WillkieFarr & Gallagher serve as the Debtors' U.S. Counsel. When the Debtors filed for protection from its creditors, they listed C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its restructuring process and implemented its Plan of Arrangement. The airline exited from CCAA protection raising $1.1 billion of new equity capital and, as of September 30, has approximately $1.9 billion of cash on hand.

ATA AIRLINES: Committee Wants to Retain Akin Gump as Counsel------------------------------------------------------------The Official Committee of Unsecured Creditors appointed in ATA Airlines' chapter 11 cases asks the United States Bankruptcy Court for the Southern District of Indiana for permission to retain the services of Akin Gump Strauss Hauer & Feld, LLP, as bankruptcy counsel.

According to Lee P. Crockett, a representative of John Hancock Funds, the Creditors Committee selected Akin Gump because of the Firm's extensive knowledge and expertise in the areas of law relevant to the ATA Airlines and its debtor-affiliates' cases. Moreover, Akin Gump has had considerable experience in representing unsecured creditors' committees in significant Chapter 11 reorganization cases.

Akin Gump will:

(a) advise the Committee with respect to its rights, duties and powers in these cases;

(b) assist and advise the Committee in its consultations with the Debtors relative to the administration of these cases;

(c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure, and in negotiating with holders of claims and equity interests;

(d) assist the Committee in its investigation of the acts, conduct, assets liabilities and financial condition of the Debtors and of the operation of the Debtors' businesses;

(e) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing of other transactions and the terms of a plan of reorganization for the Debtors and accompanying disclosure statement and related plan documents;

(f) assist and advise the Committee as to its communications to the general creditor body regarding significant matters in these cases;

(g) represent the Committee at all hearings and other proceedings;

(h) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety;

(i) advise and assist the Committee with respect to any legislative or governmental activities, including, if requested by the Committee, to perform lobbying activities on behalf of the Committee;

(j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives;

(k) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints objections or comments in connection with any pleadings;

(l) investigate and analyze any claims against the Debtors' non-debtor affiliates; and

(m) perform other legal services as may be required or are otherwise deemed to be in the interests of the Committee.

Akin Gump professionals that will primarily represent the Creditors Committee and their hourly rates are:

Mr. Crocket informs Judge Lorch that the Creditors Committee may seek the services of other professionals at Akin Gump whenever necessary. The charges of these professionals are subject to periodic adjustments to reflect economic and other conditions. The Firm's legal fees and related costs and expenses incurred will be treated as administrative expenses of the Debtors' estates.

Daniel H. Golden, a member of Akin Gump, assures the Court that the Firm does not represent any interest materially adverse to the Creditors Committee and the Debtors' estate. However, Mr. Golden discloses that the Firm has in the past represented or may currently represent certain of the Debtors, the Debtors' creditors, equity holders, affiliates other parties-in-interest on matters wholly unrelated to the Debtors' Chapter 11 cases:

* American Express Corporation * State of Indiana * International Service Finance Corp. * Rolls Royce North America

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA Holdings Corp. -- http://www.ata.com/-- is the nation's 10th largest passenger carrier (based on revenue passenger miles) and one of the nation's largest low-fare carriers. ATA has one of the youngest, most fuel- efficient fleets among the major carriers, featuring the new Boeing 737-800 and 757-300 aircraft. The airline operates significant scheduled service from Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco to over 40 business and vacation destinations. Stock of parent company, ATA Holdings Corp., is traded on the Nasdaq Stock Exchange. The Company and its debtor-affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868 through 04-19874). Terry E. Hall, Esq., at Baker & Daniels, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $745,159,000 in total assets and $940,521,000 in total debts.(ATA Airlines Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)

BIOGEN IDEC: S&P Places BB+ Ratings on CreditWatch Positive-----------------------------------------------------------Standard & Poor's Ratings Services placed its 'BB+' corporate credit and senior unsecured debt ratings on pharmaceutical maker Biogen Idec Inc. on CreditWatch with positive implications following the U.S. Food and Drug Administration's approval of the company's new multiple sclerosis treatment. The drug, until now known as Antegren, has been renamed Tysabri.

The drug was co-developed with specialty pharmaceutical maker Elan Corp. PLC. It is the first monoclonal antibody designed to treat multiple sclerosis -- MS, and it appears to have a better effectiveness/side effect profile than current leading treatments. The market for MS treatments is estimated to be $4 billion a year. Another Biogen Idec MS treatment, Avonex, is currently the segment leader, with roughly more than $1.3 billion in annual sales. Tysabri provides Biogen Idec with a major growth opportunity, as it would likely further expand the company's position in the market.

In the meantime, Biogen Idec continues to receive royalties on the growing sales of its non-Hodgkin's lymphoma treatment Rituxan, marketed by Genentech Inc., and maintains a conservative financial profile, with more than $2.1 billion of cash and marketable investments at Sept. 30, 2004.

"Standard & Poor's will take into account Biogen Idec's improving product prospects in evaluating the potential for an upgrade of the company," said Standard & Poor's credit analyst Arthur Wong.

BGF INDUSTRIES: Moody's Lifts Senior Implied Rating to Caa2-----------------------------------------------------------Moody's Investors Service raised BGF Industries' senior implied rating to Caa2 from Ca and issuer rating to Caa3 from Ca. The rating outlook was revised to stable from negative. These actions reflect the improvement in the company's overall operating performance, including strengthened sales generation coupled with a gradual widening of margins and improved credit metrics. While the company's performance to date is reflected in this ratings action, ongoing concerns relating to company and industry dynamics will be closely monitored over the next few quarters. The senior subordinated notes' rating remains at Ca.

The rating action reflects BGF's improved operating performance since the February 2003 ratings downgrade. In particular, the company has generated moderate top line growth (from $128.1 million to $149.6 million, comparing March 2003 TTM to September 2004 TTM) from a more healthy and diverse array of end markets. Through the benefits of operating leverage and restructuring initiatives, the company has realized meaningful improvements in operating profitability. As a result, the company possesses improved credit metrics, albeit still at a highly leveraged level consisting of total debt to trailing twelve months Adjusted EBITDA of 4.8x (rent adjusted total debt multiple of 5.0x) and fixed charge coverage (Adjusted EBIT to interest expense) of 1.3x. Operating under the tightly controlled capital expenditure restrictions of its revolving credit agreement, the company has successfully reconfigured existing as well as developed new fabric offerings that have gained acceptance into such previously untapped end markets as the automotive and ballistic protection industries. Further, Moody's believes that the company will leverage these initial market entry positions to widen its product reach beyond the historical end markets of electronics and aerospace. All this has been attained within an industry that has demonstrated fairly rational competitive behavior, with limited pricing pressures pursued as a means to bolster historically weak utilization levels. While the company is expected to generate modest positive free cash flow during the next several quarters, liquidity (revolver access) is expected to remain sufficient to fund operational shortfalls and service debt obligations.

The improved ratings incorporate certain company specific and industry wide risks. Most prominently, it reflects the weak liquidity ($12,000 in cash at September 30, 2004, expected to grow modestly) and the company's ongoing reliance on the revolving credit facility to fund operations.

Moreover, the company's environmental exposure at two manufacturing facilities presents the potential for material near term negative cash flow events ($2.7 million reserve as of September 30, 2004).

Finally, the ratings reflect continued demand volatilities within the longstanding aerospace and electronics segments as well as uncertainty concerning the company's ability to sustain initial solid sales levels generated from the aforementioned new end markets.

BGF's senior subordinated notes rating of Ca continues to reflect the effective subordination of these obligations to the secured credit facility as well as the implied higher risk position assumed in terms of relative recovery under a default scenario. This potential for higher expected loss accounts for the senior secured debt claims, as well as the very modest improvement in enterprise value and asset coverage since the February 2003 downgrade.

The ratings may encounter near term downward pressure from weakened operating performance, reflecting some combination of unsustainable recent sales growth, narrowed margins, recurring cash flow burn and uncertain continued access to the revolving credit facility. Conversely, the ratings may encounter upward pressure through some combination of:

(ii) the opportunity to rationally pursue more substantive growth opportunities as more flexible capital spend restrictions are extended by the senior secured debt capital providers.

BGF Industries, Inc., headquartered in Greensboro, North Carolina, is the second largest manufacturer of woven and non-woven glass fiber fabrics in North America as well as a leading producer of other high performance fabrics. For the last twelve months ended September 30, 2004, the company generated Adjusted EBITDA of $21.6 million from net sales of $149.6 million.

The Notes were sold in a private placement to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S, each as promulgated under the Securities Act of 1933. In connection with the transaction, Broder agreed to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the Notes for publicly tradable notes with substantially identical terms. Upon completion of such exchange offer, the Notes will be identical in all respects to Broder's outstanding $175 million aggregate principal amount of 11-1/4% senior notes that have been registered with the SEC.

The Notes were issued at a price of 103%, generating cash proceeds, net of transaction fees, of approximately $49 million. The cash proceeds were used to pay down a portion of the outstanding debt under Broder's revolving credit facility. "We took advantage of favorable market conditions to build added flexibility into our capital structure," commented David Hollister, Chief Financial Officer of Broder Bros., Co. "The additional liquidity provided by the transaction complements our current business strategy and positions us well for future growth."

Broder Bros., Co. owns and operates three leading brands in the imprintable sportswear industry: "Broder," "Alpha," and "NES." Through these three long-standing and well-recognized industry leaders, the Company operates 17 distribution centers, after giving effect to planned closings, strategically located throughout the United States, with the capability to ship over 80% of the U.S. population in one day and 98% of the U.S. population in two days. The imprintable sportswear industry is characterized by a highly fragmented customer base comprised primarily of regional and local decorators who, primarily because of their size, do not generally purchase directly from manufacturers. The Company provides the resources to handle small orders, while offering broad selection, extensive inventory and rapid delivery. The Company's customers are decorators who decorate the blank products it supplies and then in turn sell to a wide variety of end-use consumers.

CASCADES INC: Completes Sale of $125 Million Senior Notes---------------------------------------------------------Cascades Inc. (CAS-TSX) completed the sale of US$125 million of its 7-1/4% Senior Notes due in 2013 in a private placement to institutional investors at a price of 105.5%. The net proceeds will be approximately US$131 million representing an effective rate of 6.38 %. The notes are unsecured obligations of Cascades and are guaranteed by certain of Cascades' Canadian and U.S. subsidiaries.

The proceeds of this sale will be used to reduce indebtedness under Cascades' revolving credit facility.

Cascades Inc. manufactures packaging products, tissue paper and specialized fine papers. Internationally, Cascades employs 15,400 people and operates close to 150 modern and versatile operating units located in Canada, the United States, France, England, Germany and Sweden. Cascades recycles more than two million tons of paper and board annually, supplying the majority of its fibre requirements. Leading edge de-inking technology, sustained research and development, and 40 years in recycling are all distinctive strengths that enable Cascades to manufacture innovative value-added products. Cascades' common shares are traded on the Toronto Stock Exchange under the ticker symbol CAS.

* * *

As reported in the Troubled Company Reporter on Nov. 15, 2004, Moody's Investors Service downgraded Cascades Inc.'s senior implied rating to Ba2. The ratings were also downgraded on Cascades Inc.'s secured revolver, to Ba1 from Baa3, and on its senior unsecured notes, to Ba3 from Ba1.

Cascades' Ba2 senior implied rating reflects high financial leverage as well as the company's exposure to the stronger Canadian dollar, to cyclical pricing, particularly in the containerboard, boxboard, and paper segments, and to volatile raw material costs, including recycled fibers, energy, and chemicals. Moody's notes that increases in recycled fiber and other input prices have historically been passed through to consumers over a cycle. However, with the significantly increased purchase of recycled containers by China, without a concurrent increase in consumer demand in Cascades' end-markets, it is questionable whether the historic trend of cost pass-through will continue.

The rating also considers Cascades' solid market share in its packaging and tissue products businesses and, through its 50% interest in Norampac (Ba2), in the Canadian containerboard segment.

The rating also considers the relatively stable earnings and cash flow from the company's tissue business, which comprises approximately 18% of consolidated revenue and 27% of EBITDA, and the improvement in cash flow from recent business acquisitions.

Moody's notes that approximately 29% of Cascades' consolidated EBITDA is derived from its interest in Norampac.

The stable outlook assumes a continued improvement in operating performance, and that the proceeds from anticipated asset sales (the distribution and fine papers businesses) will be applied to debt reduction. The rating could be lowered or the outlook changed to negative if the company suffers further erosion in its operating earnings and cash flow, if it fails to de-lever as it has indicated it intends to do, or if it undertakes additional debt financed acquisitions. The ratings could be raised if the company's consolidated debt protection measurements return on a sustained basis to previous levels, when, during the 2000 to 2002 period, EBIT/interest and debt/EBITDA averaged 3.1x and 2.9x respectively.

Cascades' principal operations are located in Canada, the U.S. and Europe, with consolidated sales (including the company's 50% interest in Norampac, which is proportionately consolidated) to Canada (45%), the U.S. (40%), and Europe/others (15%). Cascades' boxboard segment comprises approximately 33% of consolidated revenue and 28% of EBITDA, its share of Norampac's containerboard business comprises 17% and 29% of revenue and EBITDA respectively, specialty products, 14% and 16%, tissue papers 18% and 27%, fine papers, 10% and (4%) and its distribution business, which serves both tissues and fine papers, 13% and 4%.

CATHOLIC CHURCH: Wants More Time to Decide on Triple Net Lease--------------------------------------------------------------The Diocese of Tucson and the Catholic Foundation for the Diocese of Tucson are parties to a Triple Net Lease dated June 20, 3003. Under the Lease, the Diocese leases non-residential real property from the Catholic Foundation, specially the office building located at 111 South Church Avenue, in Tucson, Arizona.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in Tucson, Arizona, relates that Tucson's 60-day period during which it must seek to assume the Lease has expired. Although significant progress has been made so far in the Reorganization case, representatives for important creditor constituencies -- the Tort Creditors Committee, Committee Counsel, the Unknown Claims Representative, and the Guardian Ad Litem for minors who are Tort Claimants -- have only recently been appointed.

At this early stage where Tucson and the newly appointed creditor representatives are exchanging information and working toward negotiating a consensual plan of reorganization, Ms. Boswell tells Judge Marlar that seeking to assume the Lease would only invite unnecessary objections and unfounded litigation.

The parties, therefore, have agreed to extend the deadline by which the Debtors must decide whether to assume or reject the Lease for 90 more days, to February 19, 2005.

The parties ask the U.S. Bankruptcy Court for the District of Arizona to extend Tucson's Lease Decision Period until February 19, 2005.

The Roman Catholic Church of the Diocese of Tucson filed for chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) onSeptember 20, 2004, and delivered a plan of reorganization to theCourt on the same day. Susan G. Boswell, Esq., and Kasey C. Nye,Esq., at Quarles & Brady Streich Lang LLP, represent the TucsonDiocese.

The Archdiocese of Portland in Oregon filed for chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. (Catholic Church Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)

CENTER FOR DIAGNOSTIC: Moody's Rates $95M Sr. Sec. Facilities B2----------------------------------------------------------------Moody's Investors Service assigned a rating of B2 to Center for Diagnostic Imaging, Inc.'s $95 million senior secured bank credit facilities comprised of a $20 million senior secured revolving credit facility and a $75 million senior secured term loan. In addition, Moody's assigned a senior implied rating of B2 and a senior unsecured issuer rating of B3. The outlook for the ratings is stable. The rating action follows the announcement by the company that the new credit facilities along with $75.9 million of common equity contributed by Onex Partners LP and $14.1 million of roll over equity contributed by certain existing shareholders, including management shareholders, of CDI will be used to fund the purchase of CDI from its current shareholders.

(5) the partnership model that CDI employs in its facilities to effectively align the interests of management and physician partners;

(6) a good track record of same center growth in revenue and cash flow; and

(7) a good base of equipment with an average age of three years and the majority of equipment installed in the last five years.

Moody's is concerned about the amount of capital we project will be expended by CDI for both maintenance and growth of new and existing facilities and machines. Additionally, Moody's is concerned that CDI lacks the contractual obligation to repay significant portions of debt outstanding in the first several years under the new credit facilities, but will rather use cash flow to reinvest in the business, in our view. Therefore, Moody's feels the ratings would come under pressure if CDI were to incur additional indebtedness for expansion projects. However, in the medium term (12 to 18 months), if the company shows the willingness and ability to repay debt, and not to just deleverage through cash flow growth, Moody's would likely upgrade the rating.

Moody's is also concerned about potential changes to reimbursement for diagnostic imaging procedures. Specifically, with the significant growth in number of diagnostic imaging procedures, we are concerned that pricing pressure may arise in the industry. Therefore, the ratings would come under pressure if CDI begins to show margin deterioration as a result of pricing pressure. However, any margin pressure would need to be coupled with a lack of debt repayment to cause a ratings downgrade.

Pro forma for the proposed transaction and giving effect to the new credit facilities, CDI will have cash flow coverage of debt that is strong for the B2 category. For the twelve months ending September 30, 2004, CDI's projected operating cash flow to debt is expected to be approximately 18%. Projected free cash flow to debt is expected to be approximately 7% for the twelve months ending September 30, 2004. Moody's projects that cash flow coverage of debt for the twelve months ended December 31, 2005, will remain strong, in the 18-20% range. However, Moody's is concerned that projected free cash flow to debt will be weaker than 7% for the twelve months ending December 31, 2005, which would put pressure on the rating. If CDI maintains free cash flow coverage of debt in the 7% to 10% range for the twelve months ended December 31, 2005, the ratings would likely be upgraded.

Coverage metrics for CDI pro forma for the twelve months ended September 30, 2004, will be moderate. EBIT coverage of interest would have been 3.0 times pro forma for the twelve months ended September 30, 2004 while EBITDA less capital expenditures to interest would have been 2.4 times for the twelve months ended September 30, 2004. Total debt to total book capitalization pro forma for the transaction for the twelve months ended September 30, 2004 would have been approximately 60%.

Following the issuance of the senior secured credit facilities and pro forma for the transaction for the twelve months ended September 30, 2004, CDI's leverage is expected to be strong for the B2 rating category. Pro forma debt to EBITDA would have been 3.4 times for the twelve months ended September 30, 2004. Pro forma adjusted debt to EBITDAR would have been 4.1 times for the twelve months ended September 30, 2004. Interest coverage for the B2 category would also be strong. Pro forma EBITDA to interest expense is expected to be 4.9 times for the twelve months ended September 30, 2004.

Moody's has deducted minority interest from EBITDA for purposes of these calculations. Moody's notes that the use of EBITDA and related EBITDA ratios as a single measure of cash flow without consideration of other factors can be misleading.

Moody's expects CDI to have adequate liquidity pro forma for the transaction and incurrence of debt. CDI will have approximately $12 million of cash and the company will have access to a $20 million revolving credit facility that will be unfunded at closing. Additionally, given adequate cash flow generation, liquidity will improve for the company over time.

The senior secured debt rating is placed at the senior implied rating as a result of the senior secured debt representing more than 80% of total debt capitalization. The senior unsecured rating is notched one level below the senior implied rating reflecting the unsecured nature of these obligations. The ratings are subject to Moody's review of final documentation for the transaction.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission and distribution, natural gas distribution and sales, interstate pipeline and gathering operations, and more than 14,000 megawatts of power generation in Texas, of which approximately 2,500 megawatts are currently in mothball status. The company serves nearly five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. Assets total over $19 billion. With more than 11,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 130 years. For more information, visit the Web site at http://www.CenterPointEnergy.com/

* * *

As reported in the Troubled Company Reporter on Nov. 16, 2004, Fitch Ratings affirmed the outstanding senior unsecured debt obligations of CenterPoint Energy, Inc., at 'BBB-'. Also affirmed are outstanding ratings of CNP subsidiaries CenterPoint Energy Houston Electric, LLC and CenterPoint Energy Resources Corp. The Rating Outlook for all three companies has been revised to Stable from Negative.

CHESAPEAKE CORP: S&P Places B+ Rating on E100 Subordinated Notes ----------------------------------------------------------------Standard & Poor's Ratings Services assigned its 'B+' subordinated debt rating to Chesapeake Corp.'s E100 million subordinated notes due 2014. Proceeds will be used to refinance the company's $85 million 7.2% notes due March 2005 and reduce outstanding borrowings under the company's revolving credit facility. At the same time, Standard & Poor's affirmed all its existing ratings on the Richmond, Virginia-based paperboard and plastic packaging producer. The outlook is stable.

Chesapeake, with annual revenue of about $1 billion, competes in the fragmented and highly competitive folding carton market. The company produces specialty paperboard packaging (about 84% of sales) and plastic packaging products, with market niches in high-end spirits, confectionery, tobacco, food, and household products that are more stable than most commodity paper segments. Chesapeake also concentrates on higher-margin applications for the pharmaceutical, health care, and cosmetics industries, where packaging is an important feature, but a minor component of overall product costs.

The first tranche of Cdn$1,000,000 has been advanced to the Company and the advance of the second tranche of Cdn$500,000 is subject to the Company meeting certain property valuation requirements. The loan will bear interest at a rate of 12% per annum compounded and payable monthly. In connection with the loan, the Company has issued 600,000 common shares to Global as a bonus in connection with the first tranche of the loan and has agreed to issue an additional 220,000 common shares for the second tranche of the loan.

The net proceeds of the loan will be used to repay in full all amounts remaining outstanding under the Company's previous bridge loan from Quest Capital Corp. (approximately Cdn$677,000) and for general working capital purposes.

At this time, the Company also intends to pursue additional private financing to support the Company's operations and relations with existing suppliers and vendors and to allow for more aggressive marketing and sales activities for its beverage products.

About Global

Global is a merchant bank which provides bridge loan services (asset back/collateralized financing), to companies across many industries such as oil & gas, mining, real estate, manufacturing, retail, financial services, technology and biotechnology. For further information, please contact Jason G. Ewart at (416) 488-7760 or visit their website at http://www.globalbridgeloans.com/

About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation -- http://www.clearly.ca/-- markets premium alternative beverages and products, including Clearly Canadian(R) sparkling flavoured water, Clearly Canadian O+2(R) oxygen enhanced water beverage and Tre Limone(R) which are distributed in the United States, Canada and various other countries.

At September 30, 2004, Clearly Canadian's balance sheet showed a $681,000 stockholders' deficit, compared to $1,125,000 in positive equity at December 31, 2003.

COEUR D'ALENE: Closes Public Offering of 25 Million Common Shares-----------------------------------------------------------------Coeur d'Alene Mines Corporation (NYSE: CDE) reported the closing of its previously announced public offering of 25,000,000 shares of common stock, which Coeur sold to the public at $4.50 per share. Coeur expects to receive net proceeds, after payment of the underwriters' discount, of approximately $106.9 million prior to any exercise of the over allotment option.

CIBC World Markets and JP Morgan acted as joint book-running managers for the common stock offering, with Bear Stearns & Co., Inc. and Harris Nesbitt acting as co-managers.

Coeur d'Alene Mines Corporation is the world's largest primary silver producer, as well as a significant, low-cost producer of gold. The Company has mining interests in Nevada, Idaho, Alaska, Argentina, Chile and Bolivia.

* * *

As reported in the Troubled Company Reporter on Oct. 4, 2004, Standard & Poor's Ratings Services affirmed its 'B-' corporate credit and senior unsecured debt ratings on Coeur D'Alene Mines Corporation and removed the ratings from CreditWatch, where they were placed on June 1, 2004, with positive implications.

The outlook is stable. Coeur D'Alene, an Idaho-based silver and gold mining company, currently has about $180 million in debt.

COINMACH SERVICE: Completes Income Deposit Securities' IPO---------------------------------------------------------- Coinmach Service Corp. (AMEX:DRY) has completed its initial public offering of 18,333,333 Income Deposit Securities and an additional $20.0 million aggregate principal amount of 11.0% senior secured notes due 2024. Each IDS represents one share of Class A common stock and $6.14 principal amount of 11.0% senior secured notes due 2024. In the aggregate, the IDSs represent 18,333,333 shares of Class A common stock and $112.6 million aggregate principal amount of 11.0% senior secured notes due 2024.

The net proceeds from the offerings are approximately $245.1 million, after deducting estimated expenses and underwriting discounts and commissions. The Company has granted the IDS underwriters an option to purchase up to approximately 2,750,000 additional IDSs to cover over-allotments, if any.

Copies of the prospectus relating to the offerings may be obtained by contacting Merrill Lynch & Co., 4 World Financial Center, New York, NY 10080.

About the Company

The Company, through its operating subsidiaries, is the leading supplier of outsourced laundry equipment services for multi-family housing properties in North America. The Company's core business involves leasing laundry rooms from building owners and property management companies, installing and servicing laundry equipment, collecting revenues generated from laundry machines, and operating retail laundromats.

* * *

As reported in the Troubled Company Reporter on Nov. 22, 2004, oody's Investors Service assigned a Caa1 rating to Coinmach Service Corp.'s proposed offering of $275 million of Income Depository Securities -- IDSs -- and $20 million of guaranteed senior secured notes, which are part of a recapitalization and initial public offering of the company. Moody's also lowered the ratings on Coinmach Corp.'s bank credit facility to B2 from B1 and 9% guaranteed global notes to B3 from B2. The outlook is stable. Moody's also took these rating actions;

CONGOLEUM CORP: Wants DIP Financing Facility Extended to June 30----------------------------------------------------------------Congoleum Corporation asks the United States Bankruptcy Court for the District of New Jersey for permission to amend the documents under which the Company obtains debtor-in-possession financing from Congress Financial Corporation.

The Amendments will:

(i) amend the current budget;

(ii) extend the term of the existing debtor-in-possession financing facility from Dec. 31, 2004 to June 30, 2005;

(iii) place new limitations on capital expenditures; and

(iv) provide a new minimum EBITDA covenant.

Congoleum will pay Congress a $150,000 amendment fee.

The existing debtor-in-possession financing facility provides a one-year revolving credit facility with borrowings up to $30 million at an interest rate of 0.75% over prime. The facility contains minimum tangible net worth and earnings covenants, limits expenditures and restricts the company's ability to incur other debt. The covenants and conditions under the facility must be met in order for the Company to borrow under the facility. Borrowings under the facility are collateralized by inventory and receivables.

The Company anticipates that its debtor-in-possession financing facility will be replaced with a revolving credit facility on substantially similar terms upon confirmation of its plan of reorganization.

Headquartered in Mercerville, New Jersey, Congoleum Corporation -- http://www.congoluem.com/-- manufactures and sells resilient sheet and tile floor covering products with a wide variety of product features, designs and colors. The Company filed for chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No. 03-51524). Domenic Pacitti, Esq., at Saul Ewing, LLP, represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $187,126,000 in total assets and $205,940,000 in total debts.

As reported in the Troubled Company Reporter on Nov. 9, 2004, Congoleum Corporation has filed a modified plan of reorganization and related documents with the Bankruptcy Court. The plan has the support of the Asbestos Creditors' Committee, the Future Claimants representative and other asbestos claimant representatives. A hearing to consider approval of the disclosure statement and plan voting procedures is scheduled for Dec. 9, 2004.

CRITICAL HOME CARE: Cash Flow Problems Prompt Going Concern Doubt-----------------------------------------------------------------Critical Home Care Inc.'s consolidated financial statements for 2003 prepared by Marcum and Kliegman LLP of New York, New York, dated January 23, 2004, contained a qualified opinion stating: "As shown in the consolidated financial statements, the Company had an accumulated deficit of $7,951,000 and a working capital deficiency of $891,000. The Company also realized a net loss of $4,012,000 for the year ended September 30, 2003. The Company's recurring losses from operations and its difficulty in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern."

In connection with the completion of its audit of the Company's consolidated financial statements for the six months ended March 31, 2004, the Company's independent auditors, BDO Seidman, LLP, communicated to the Company's Audit Committee that the Company's internal controls and operation were considered to be "reportable conditions", as defined under standards established by the American Institute of Certified Public Accountants.

The inventory system at the Company's New York locations does not adequately account for the inventory cost and movement and the identification of obsolete items on a timely basis. In addition, BDO has advised the Company that it considers the matter, to be a "material weakness" that, by itself or in combination with any other factor, may result in a more than remote likelihood that a material misstatement in the Company's financial statements will not be prevented or detected by the Company's employees in the normal course of performing their assigned functions.

As required by SEC Rules 13a-15(e) and 15d-15(e), the Company carried out an evaluation, under the supervision and with the participation of its management, including its present Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of March 31, 2004.

The Company's Chief Executive Officer and Chief Financial Officer determined that the deficiency identified by BDO caused the Company's disclosure controls and procedures not to be effective at a reasonable assurance level. However the CEO and CFO noted that the Company is actively seeking to remedy the deficiency and did not note any other material weakness or significant deficiencies in the Company's disclosure controls and procedures during their evaluation.

The Company indicates that it continues to improve and refine its internal controls.

Reportable conditions are matters coming to the attention of the independent auditors that, in their judgment, relate to significant deficiencies in the design or operation of internal controls and could adversely affect the Company's ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements.

Critical Home Care, Inc., and subsidiaries is incorporated in Nevada and based in Long Island, New York. The Company markets, rents and sells surgical supplies, orthotic and prosthetic products and durable medical equipment, such as wheelchairs and hospital beds. The Company also provides oxygen and other respiratory therapy services and equipment and operates in four retail outlets in the New York metropolitan area. Clients and patients are primarily individuals residing at home. The Company's equipment and supplies are readily available in the marketplace and the Company is not dependent on a single supplier. Reimbursement and payor sources include Medicare, Medicaid, insurance companies, managed care groups, Health Maintenance Organizations -- HMO's, Preferred Provider Organizations -- PPO's -- and private pay.

DELTA AIR: Achieves Cost Savings Under Aircraft Concession Program------------------------------------------------------------------Delta Air Lines (NYSE: DAL) provided an update on certain financial transactions, which are important elements of its transformation plan.

Delta's transformation plan includes cost savings under its aircraft leases and aircraft financing transactions. On Nov. 24, 2004, Delta entered into definitive agreements with aircraft lessors and lenders under which the company expects to receive average annual concessions of approximately $57 million between 2005 and 2009. In exchange for these concessions, the company issued approximately 4,350,000 shares of its common stock. These shares were issued without registration in reliance on Section 4(2) of the Securities Act of 1933.

Completion of Transaction with Holders of 7.7% Notes Due 2005

Also on Nov. 24, 2004, Delta completed a transaction under which the holders of approximately $97 million principal amount of the company's unsecured 7.7% Notes due 2005 exchanged those notes for:

(1) a like principal amount of newly issued unsecured 8.0% Notes due 2007; and

(2) a total of 3,921,268 shares of company common stock.

These securities were issued without registration in reliance on Section 4(2) of the Securities Act of 1933.

Delta expects that the holders of an additional approximately $38 million principal amount of 7.7% Notes due 2005 will exchange those notes, in the near term pursuant to existing agreements, for

(1) a like principal amount of newly issued 8.0% Notes due 2007; and

(2) a total of 1,566,786 shares of common stock.

Completion of Exchange Offer for Short-Term Debt Securities

As previously announced, Delta completed an exchange offer under which holders of approximately $235 million aggregate principal amount of enhanced pass through certificates due in 2005 and 2006 exchanged those securities for a like principal amount of newly issued 9.5% Senior Secured Notes due 2008 -- New Notes. The exchange offer was made only to "qualified institutional buyers" under Rule 144A, and the New Notes will not be registered, under the Securities Act of 1933.

Update on Financing Commitments

Delta is continuing to work towards a closing and funding of its previously announced financing commitments from GE Commercial Finance and American Express Travel Related Services Company, Inc. These commitments are subject to significant conditions.

Delta Air Lines -- http://delta.com/-- is the world's second largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 493 destinations in 87 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. Delta's marketing alliances allow customers to earn and redeem frequent flier miles on more than 14,000 flights offered by SkyTeam, Northwest Airlines, Continental Airlines and other partners. Delta is a founding member of SkyTeam, a global airline alliance that provides customers with extensive worldwide destinations, flights and services.

At September 30, 2004, Delta Air Lines reported a $3.58 billion shareholder deficit, compared to a $659 million shareholder deficit at December 31, 2003.

The 'AAA'-rated bond-insured issues, which are not on CreditWatch, are not affected. The action follows Delta's announcement that it will proceed only with the short-term securities portion of its public bond exchange and will not complete tenders for intermediate-term and long-term securities that we would have viewed as distressed exchanges. Delta has about $20.4 billion of debt and leases.

"With Delta's decision to proceed with only part of its exchange offer, the risk of a downgrade of its corporate credit rating to 'SD' [selective default] has diminished," said Standard & Poor's credit analyst Philip Baggaley, "and we will review the ratings for a possible upgrade after we meet with them and review their forecast." Delta's credit outlook has improved due to the company's recently approved concessionary pilot contract, other planned reductions in operating costs, improved liquidity due to obtaining new secured credit lines, and some deferral of near-term debt maturities.

Delta's near-term effort to avoid bankruptcy is based on three parts:

(1) labor-cost savings,

(2) replenishing cash reserves using new secured borrowings, and

(3) deferral or reduction of existing debt obligations.

Delta's pilots approved a concessionary contract on Nov. 11, 2004, that is forecast to save $1 billion annually over five years through steep pay cuts plus changes in work rules, pensions, and other benefits. Delta earlier imposed cuts on non-contract employees and is pursuing other cost cuts and revenue initiatives with a target of $2.7 billion in profit improvement (in addition to $2.3 billion already under way), compared with a 2002 base year.

The second part of Delta's effort, raising new liquidity, includes two recently announced credit facilities totaling $1 billion, contingent on certain conditions, provided by American Express Travel-Related Services Co. Inc. (A+/Stable/--) and General Electric Commercial Finance (a unit of 'AAA'-rated General Electric Capital Corp.).

The third part of Delta's effort, deferring and reducing debt obligations, was only partially successful. Although Delta will succeed in deferring some near-term debt maturities, its overall debt and lease burden, about $21.3 billion as of Sept. 30, 2004, will increase further with the new secured borrowings.

Delta's ratings will be reviewed for an upgrade following a review of Delta's new business plan and financial forecast. The extent of any upgrade will likely vary from issue to issue because the most recent downgrade affected only the corporate credit rating and securities involved in the planned exchange offer as originally proposed. Accordingly, if the corporate credit rating is raised, which is likely, ratings on issues not involved in the exchange offer would not be raised as much, or possibly would be affirmed at current levels.

DII/KBR: Gets Court Nod for Post-Confirmation Amendment to Plan---------------------------------------------------------------On July 16, 2004, the U.S. Bankruptcy Court for the Western District of Pennsylvania confirmed the Plan of Reorganization proposed by DII Industries, LLC and its debtor-affiliates. The United States District Court for the Western District of Pennsylvania subsequently affirmed the Confirmation Order on July 26, 2004. Certain of the Debtors' insurers have taken appeals from and sought reconsideration of both Courts' orders.

At the request of the Debtors and certain of their insurance carriers, the District Court and the United States Court ofAppeals for the Third Circuit have stayed the appeals, theConfirmation Order and the Affirmation Order. As a consequence of these Stay Orders, the Plan's Effective Date has not yet occurred and the Plan has not been substantially consummated.

Under the Plan, holders of Qualified Claims are to receive a payment from the Asbestos PI Trust or Silica PI Trust equal to the amount of their claim multiplied by the Initial PaymentPercentage. Holders of Qualified Claims are holders of SettledAsbestos PI Trust Claims or Settled Silica PI Trust Claims that are covered by an Asbestos/Silica PI Trust Claimant SettlementAgreement, and which have satisfied the medical criteria for payment under the applicable settlement agreement. The InitialPayment Percentage is defined as a fraction, the numerator of which is $2.775 billion and the denominator of which is the amount of Qualified Claims.

The Plan provides that the Debtors are required to pay up to$2.775 billion to the Asbestos PI Trust and Silica PI Trust for the benefit of holders of Qualifying Settled PI Trust Claims as and when the Trusts are ready to pay those individuals.

By the end of the first week of October 2004, each holder of aSettled PI Trust Claim had been notified, through counsel, whether the claim had not satisfied the requisite medical criteria and, therefore, not a Qualified Claim. Accordingly, the one-year limitation period on initiating resolution proceedings is set to expire in October 2005.

As of October 28, 2004, the amount of submitted Settled PI TrustClaims totaled $3,072,410,139, and the amount of Qualified Claims aggregated $2,878,343,992, leaving $194,066,147 of Non-QualifiedSettled Claims. Holders of Non-Qualified Settled Claims, totaling $17,322,000, have disputed their treatment. Since the one-year period within which to initiate resolution proceedings has not yet passed, the remaining $176,744,147 of Non-Qualified Settled Claims may still be subject to a timely dispute by the Claimholders.

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart, LLP, in NewYork, contends that if all Non-Qualified Settled Claims were disallowed, the Initial Payment Percentage could be as high as96.4%. If no further dispute resolution proceedings are filed, and if all of the $17,322,000 of Non-Qualified Settled Claims ultimately became Qualified Claims, the Initial PaymentPercentage would be 95.83%. However, if all holders of the remaining $176,744,147 of Non-Qualified Settled Claims were to initiate dispute resolution proceedings, and if their claims ultimately became Qualified Claims, the Initial PaymentPercentage could be as low as 90.32%.

Mr. Rich tells the Court that because there are already more than$2.775 billion in Qualifying Settled PI Trust Claims, the Debtors will be required to disburse the full amount of their funding commitment on or shortly after the Effective Date, either to the PI Trusts or to an escrow account.

Under the current Plan, the Debtors will not know the total universe of holders of Non-Qualified Settled Claims who will initiate dispute resolution proceedings until October 2005.Thus, the Initial Payment Percentage would have to be set at90.32% to ensure equality of treatment among all holders ofQualifying Settled PI Trust Claims without jeopardizing the agreed $2.775 billion cap for Settled PI Trust Claims.

The Debtors would like to pay holders of Qualified Claims a higher Initial Payment Percentage but cannot do so without taking a risk that they will exceed the $2.775 billion cap unless the total universe of holders of Non-Qualified Settled Claims that will initiate dispute resolution proceedings becomes known earlier than October 2005.

Accordingly, at the Debtors' request, the Court:

* fixes December 22, 2004, as the last day -- the Settled Claims Bar Date -- for all holders of Non-Qualified Settled Claims that have not yet initiated dispute resolution proceedings to reserve their right to do so by sending a written notice to:

(a) shorten the time period for holders of Non-Qualified Settled Claims to initiate dispute resolution proceedings from one year to six months after the date the Claimholders received a notice of final disqualification from the Debtors; and

(b) establish an escrow procedure to accommodate the payment of Non-Qualified Settlement Claims that subsequently become Qualified Claims.

Since holders of Non-Qualified Settled Claims have known since early October 2004, that their claims were disqualified by theDebtors, the Plan Modification gives these Claimholders over two months to reserve their right to initiate dispute resolution proceedings and a full six months to actually initiate those proceedings.

According to Mr. Rich, the establishment of a Settled Claims BarDate and a shorter deadline for initiating dispute resolution proceedings allows the Debtors to know the potential universe of Non-Qualified Claims that could become Qualified Claims.Presuming that this number will be something less than the current $194,066,147 of aggregate Non-Qualified Settled Claims, the Debtors could then fix an Initial Payment Percentage that could potentially be significantly higher than 90.32%.

A full-text copy of the Debtors' Post-confirmation Amendment to their Fourth Amended and Restated Joint PrepackagedReorganization Plan is available for free at:

Under the Modified Plan, the Asbestos PI Trust Funding Agreement and the Silica PI Trust Funding Agreement are also amended to provide for the establishment of a holdback reserve with a third- party escrow agent to be selected by the parties.

If a Non-Qualified Settled Claim subsequently becomes a QualifiedClaim through the claimant's exercise of remedies available under the Plan, the amendments to the Asbestos PI Trust FundingAgreement and Silica Trust Funding Agreement provide that the trust responsible for the claim will receive funds for payment from the escrow agent upon certification from the trust that the trust has delivered irrevocable instructions to its bank to pay the claimant. The Asbestos PI Trust Funding Agreement and SilicaPI Trust Funding Agreement provide that funding of subsequentlyQualified Claims will occur monthly as claims are qualified through the dispute resolution procedures.

Non-Qualified Settled Claims that subsequently become QualifiedClaims will be paid the same percentage on their claims as will be paid to the holders of Settled PI Trust Claims that are nowQualified Claims.

If the holder of a Non-Qualified Settled Claim does not exercise remedies within the six-month limitation period provided by the modified Plan, or if in a dispute resolution proceeding thatClaim is found not to be a Qualified Claim, the Initial PaymentPercentage will change. The amendments provide that the InitialPayment Percentage will be recalculated on an annual basis and supplemental distributions to holders of Qualified Claims will be made no later than the 45th day after each anniversary of theEffective Date based on the recalculation. The escrow agent will be responsible for funding amounts necessary to make the supplemental distributions.

ECHOSTAR COMMS: Names David J. Rayner Chief Financial Officer-------------------------------------------------------------EchoStar Communications Corporation disclosed that David J. Rayner has been appointed Chief Financial Officer, effective Dec. 27, 2004. Contemporaneous with his December 27th employment, Mr. Rayner will also be designated as principal financial officer for EchoStar and its EchoStar DBS Corporation subsidiary replacing Paul W. Orban, who will continue as the Company's Vice President and Corporate Controller.

Mr. Rayner, age 47, has served as Senior Vice President and Chief Financial Officer of Time Warner Telecom since June 1998. From February 1997 to May 1998, Mr. Rayner served as Vice President - Finance of Time Warner Telecom, and was Controller from May 1994 to February 1997. From 1982 to 1994, Mr. Rayner held various financial and operational management positions with Time Warner Cable.

The Company has not entered into an employment agreement with Mr. Rayner.

* * *

As reported in the Troubled Company Reporter on Nov. 02, 2004, Fitch Ratings initiated coverage of Echostar CommunicationsCorporation and its wholly owned subsidiary, Echostar DBSCorporation, by assigning to Echostar's convertible subordinated notes a 'B' rating and Echostar DBS' senior notes a 'BB-' rating.

The Rating Outlook is Stable.

Fitch's rating action effects approximately $5.5 billion of debt as of the end of the second quarter 2004.

(i) the United States of America, acting by and through the General Services Administration, on behalf of itself and its agencies -- the General Services Administration, Veterans Administration, Coast Guard, National Park Service, Internal Revenue Service, Department of Agriculture, National Archives and Record Administration, Hanscom AFB, and Department of Labor; and

(ii) the United States Department of Energy, acting by and through the Administrator of Southeastern Power Administration.

The Contracts

EESI and GSA entered into a certain Indefinite Quantity Contract for Electrical Generator Services at various federal buildings in New England dated May 20, 1998, pursuant to which EESI agreed to supply electric energy to GSA and the United States of America, acting by and through the Agencies. Under the GSA Contract, EESO and GSA entered into certain Value Added Services contracts.

EPMI and Southeastern Power entered into a contract executed by the United States of America, Department of Energy, acting by and through the Administrator of Southeastern Power Administration, and EPMI, dated February 7, 1997, pursuant to which EPMI will make necessary arrangements for the coordination, delivery, and sale of energy in scheduled quantities as determined by SEPA.

On March 18, 2003, EESI and Enron Energy Marketing Corp. entered into a Settlement Agreement and Mutual Release with Boston Edison Company, Commonwealth Electric Company and Cambridge Electric Light Company that releases GSA and the Agencies from certain payment obligations to the Companies. Nevertheless, Boston Edison, Commonwealth Electric and Cambridge Electric are attempting to collect certain Transportation and Distribution charges of about $743,000 from GSA and the Agencies.

The Settlement Agreement

After discussions, the parties negotiated the Settlement Agreement, which provides that:

(a) The Agencies will pay EESI $4,331,091;

(b) Southeastern Power will pay EPMI $59,884;

(c) The Contracts will be terminated, to the extent not already otherwise validly terminated;

(d) The parties will exchange a mutual release of claims related to the Contracts; and

(e) All claims filed by the Counterparties will be deemed withdrawn and released.

The preliminary ratings are based on information as of November 24, 2004. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

-- The expected commensurate level of credit support in the form of subordination to be provided by the notes junior to the respective classes and by the preference shares;

-- The excess spread and overcollateralization provided by the assets;

-- The cash flow structure, which is subject to various stresses requested by Standard & Poor's;

-- The experience of the collateral manager and subadvisor; and

-- The legal structure of the transaction, which includes the bankruptcy remoteness of the issuer.

A copy of Standard & Poor's complete presale report for this transaction can be found on RatingsDirect, Standard & Poor's Web-based credit analysis system, at http://www.ratingsdirect.com/The presale can also be found on the Standard & Poor's Web site at http://www.standardandpoors.com/ Select Credit Ratings, and then find the article under Presale Credit Reports.

The rating actions incorporate Fitch's analysis regarding modification servicing practices used by Green Tree Servicing on the Conseco/Green Tree Home Equity and Home Improvement portfolios. Fitch had previously placed a number of classes on Rating Watch Negative due to concerns regarding Conseco Finance Corp.'s financial strength at that time (CFC filed for bankruptcy approximately two years ago) and of lack of information regarding servicing practices. In response to its receipt and review of additional information regarding modification techniques from GTS and its observation of subsequent collateral performance, Fitch is removing classes from Rating Watch Negative status, and taking appropriate ratings actions.

The upgrades, affecting approximately $535 million of outstanding certificates, reflect a significant increase in credit enhancement relative to current levels of non-performing assets and expected losses. Conversely, the downgrades, affecting approximately $390 million - are taken due to concerns regarding adequacy of remaining credit enhancement in light of non-performing assets and expected losses. A majority of the downgrades involve the assignment of a 'C' rating to the most subordinate class (B-2) of outstanding certificates in the series, and signify the fact that Conseco Limited Guarantees no longer secure these classes. As a result, losses are now having a direct impact on the downgraded certificates. The CFC Bankruptcy Settlement fund was applied in the Sept. 15, 2004 distribution for the B-2 principal payments for a few of the reviewed deals. Although a positive movement, this flow of capital did not have any major impact on the new ratings. Lastly, the affirmation rating actions, affecting approximately $1.243 billion, reflect credit enhancement consistent with future loss expectations.

The modification servicing practices include the use of loan deferrals, extensions, forbearance, and rate modifications. Data provided by GTS indicates that on average,

(i) approximately 62% of the aggregate loan pool has experienced some sort of modification; and

(ii) each loan has experienced deferral approximately equal to three monthly payments.

Fitch observed that the modifications have generally had the impact of shifting the default curve associated with these home equity transactions to the right of the typical home equity industry default curve and have somewhat decreased the loss severities associated with those modified loans that ultimately do default.

Fitch will continue to closely monitor these deals.

GRUMA SA: Moody's Lifts Rating on Senior Unsecured Notes to Ba1---------------------------------------------------------------Moody's Investors Service upgraded Gruma SA de CV's senior unsecured notes to Ba1 from Ba2 and its senior implied rating to Ba1 from Ba2. The ratings outlook is positive. The upgrade reflects improved earnings and cash flow, particularly in the US, combined with debt paydown, which has reduced leverage, and Moody's expectation that Gruma SA will sustain leverage at lower levels going forward. The unsecured rating is not notched down from the senior implied because Gruma does not have meaningful amounts of debt outstanding at subsidiaries and Moody's does not expect material debt to be added at subsidiaries.

Gruma's ratings are supported by its leading market position in the growing US tortilla market and its dominance as a corn flour supplier in Mexico, moderate leverage, and the substantial portion of cash flow generated in the US. The ratings also consider Gruma's exposure to commodity corn markets, seasonal working capital swings, the concentration of its business on corn-related products, and still low returns on assets due to excess capacity after de-regulation of the Mexican tortilla industry.

The positive outlook takes into account strong and improving results from Gruma's growing US businesses and the company's intention to further reduce and maintain leverage somewhat below current levels. The ratings could gain support if Gruma sustains improving trends and reduces investment in working capital, resulting in free cash flow after normal capital expenditures and dividends representing about 12% relative to outstanding debt. The ratings could be pressured if weakness persists in Mexican operations and free cash flow falls and remains much below 8% of outstanding debt. The senior unsecured rating could be lowered to reflect structural subordination if material debt at subsidiaries is added.

Moody's does not rate Gruma SA's $250 million credit facility or Gruma Corporation's $70 million credit facility. Gruma has tendered for the $250 million senior unsecured notes and plans to redeem them with proceeds from a new senior unsecured perpetual bond. Moody's is not rating the new perpetual bond issue and will withdraw its ratings on Gruma and the existing senior unsecured notes if they are redeemed in full.

Gruma's ratings are supported by its leading market positions and geographic diversification. The company operates in the US through Gruma Corporation (about 50% of Gruma's sales and about 55% of EBITDA), where it is the largest packaged tortilla manufacturer/marketer, with a presence through most of the country. The US tortilla market is growing but fragmented, and Gruma has a well established platform that is substantially larger than others in the product segment. The US business also includes a joint venture (80% Gruma) with Archer-Daniels-Midland Company (ADM, senior unsecured rating of A2) that manufactures corn flour, part of the output of which supplies Gruma's tortilla business. In Mexico, Gruma is the leading supplier of corn flour to the tortilla industry, has a packaged tortilla operation, and a joint venture with ADM in wheat flour (60% Gruma/40% ADM). Gruma also has operations in Venezuela and Central America.

The ratings also gain support from:

(1) Gruma's steady progress in extending its debt maturity profile, as well as paying down debt and improving operational performance to reduce leverage, which had been high following the deregulation of the tortilla industry in Mexico,

(2) Gruma's entry into and subsequent withdrawal from the fresh bread industry in Mexico, and

(3) the purchase of the business in Venezuela.

Gruma's steady growth in the US, combined with cost decreases and price increases have contributed to building earnings, while the company has steadily reduced debt, decreasing leverage to moderate levels. Debt levels were $530 million at 9/30/04, down $46 million from 12/31/03 and $126 million from 12/31/02.

Gruma's ratings are limited by its substantial concentration on corn-related products and the exposure of its operations to commodity corn markets and agricultural and food safety risks, such as the impact of weather on quality and supply, volatile prices, seasonal working capital needs tied to crop cycles, food safety issues such as contamination, and the potential for changes in trade regulations that might affect corn markets in Mexico.

In addition, some of the company's markets, especially Venezuela, have high business risk. The ratings also consider that returns on assets have improved but remain weak due to excess Mexican corn flour capacity that resulted from volume decreases after deregulation of the Mexican tortilla industry and earnings weakness in Mexico. The company's core Mexican corn flour business has continued to experience soft volumes and is exposed to a tendency for decreased corn flour demand when corn is readily available in the Mexican market.

Gruma's latest twelve months (9/30 LTM) EBITDA of MxPs 3 billion ($264 million) was up from MxPs 2.9 billion in FY03 on somewhat lower margins (12.3%, compared with 12.5% in FY03). Leverage is moderate, at 2.1x Debt/EBITDA, and somewhat higher after adjusting for operating lease rentals (2.7x Adjusted Debt/EBITDAR). Gross cash flow has been robust relative to debt (36% in the LTM), but material working capital investment, increasing capital spending (in large part to support Gruma Corporation's growth in the US, Europe and Asia), and increasing dividends are restraining free cash flow available for debt repayment to lower levels. While the company's debt is essentially all dollar-denominated, Gruma Corporation's substantial dollar-denominated cash flow and assets mitigate the foreign exchange exposure. Interest coverage is solid, with EBIT/Interest Expense at 3.9x.

The unsecured notes are not guaranteed by subsidiaries. Gruma, however, has little subsidiary debt and Moody's does not expect material addition to subsidiary debt. The credit facility at Gruma Corporation is undrawn and outstandings are not expected to be meaningful over the intermediate term. Therefore, the note rating is not notched down from the senior implied rating. If Gruma were to decide to rely more on subsidiary debt, the unsecured rating would be notched down from the senior implied rating. The notes should be well covered by tangible assets and the value of Gruma's ownership of GFNorte shares.

Gruma SA de CV manufactures and market tortillas and corn flour. The company had revenues of MxPs 23 billion (US$2.1 billion) in FY03. Gruma has operations in the US, Mexico, Venezuela, Central America, and Europe.

HERBALIFE INTL: Sr. Sub. Noteholders Agree to Amend Indentures--------------------------------------------------------------Herbalife International, Inc., had received the requisite consents in its consent solicitation with respect to the $160 million outstanding principal amount of its 11-3/4% Series B Senior Subordinated Notes due 2010 commenced in connection with its tender offer for the Notes. As of 5:00 p.m., New York City time, on Nov. 24, 2004, the expiration date of the Consent Solicitation, Herbalife had received tendered Notes and the related consents from holders of approximately 99.1% of the outstanding principal amount of the Notes. Consequently, the requisite consents condition with respect to the Tender Offer has been satisfied.

The Tender Offer expires at midnight, New York City time, on Dec. 20, 2004, unless extended or terminated by Herbalife. Notes tendered may not be withdrawn and the related consents may not be revoked at any time after the Consent Date, except in limited circumstances. On the settlement date, and subject to the terms and conditions of the Tender Offer, holders who tendered their Notes on or prior to the Consent Date will receive the total consideration (including the consent payment of $40 per $1,000 in principal amount of Notes) for such Notes, and holders who tender after the Consent Date, but on or prior to the Expiration Date, will receive the tender consideration, but not the consent payment. The total consideration and the tender consideration for the Notes will be determined in accordance with the procedures set forth in the Offer to Purchase and Consent Solicitation Statement dated Nov. 10, 2004.

Herbalife and The Bank of New York, the trustee under the indenture pursuant to which the Notes were issued, plan to execute a supplemental indenture to the Indenture in order to eliminate substantially all of the restrictive covenants and certain events of default set forth therein, as provided in the Offer to Purchase. However, the amendments will not become operative with respect to the Notes until the consummation of the Tender Offer.

The determination of the total consideration and the tender consideration for the Notes is expected to occur as of 2:00 p.m., New York City time, on Dec. 6, 2004. Payment of the total consideration or the tender consideration, as applicable, for Notes validly tendered and accepted for purchase shall be made on the settlement date, which is expected to be the first business day after the Expiration Date. The obligation to accept for purchase and pay for Notes tendered is subject to the satisfaction of certain conditions, including the consummation of the initial public offering by Herbalife's indirect parent and the closing of Herbalife's new senior credit facility. The Tender Offer and Consent Solicitation are being made solely pursuant to, and subject to the terms and conditions set forth in, the Offer to Purchase and the related Letter of Transmittal dated Nov. 10, 2004.

Herbalife has engaged Morgan Stanley and Merrill Lynch & Co. to act as Dealer Managers for the Tender Offer and as Solicitation Agents for the Consent Solicitation. Questions regarding the Tender Offer or the Consent Solicitation should be directed to:

Requests for documents should be directed to MacKenzie Partners, Inc., the Information Agent for the Offer, at 212-929-5500. The depositary for the Tender Offer is The Bank of New York.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes.

About the Company

Herbalife is a global network marketing company offering a range of science-based weight management products, nutritional supplements and personal care products intended to support weight loss and a healthy lifestyle. Additional information is available at http://www.herbalife.com/

* * *

As reported in the Troubled Company Reporter on Nov. 11, 2004, Standard & Poor's Ratings Services assigned its 'BB-' bank loan rating to Herbalife International Inc.'s proposed $225 million credit facility. A recovery rating of '2' was also assigned to the loan, indicating an expectation for a substantial (80%-100%) recovery of principal in the event of a default.

Subsequently, all ratings on Herbalife and parent WH Holdings Ltd., including the 'BB-' corporate credit rating, were placed on CreditWatch with positive implications. The CreditWatch placement is based on Herbalife's proposed recapitalization, which is expected to result in a strengthened financial profile. Upon completion of the proposed recap transactions, Standard & Poor's expects to raise the company's corporate credit rating by one notch to 'BB' with a stable outlook.

HEXCEL CORP: Proposes Secondary Offering of 21 Million Shares-------------------------------------------------------------Hexcel Corporation (NYSE/PCX: HXL) intends to file a registration statement with the Securities and Exchange Commission for a proposed secondary offering of 21 million shares of Hexcel's common stock, representing approximately 23% of Hexcel's total voting power. An additional 3.15 million shares may be sold if the underwriters exercise their over-allotment option in full.

All of the shares being offered will be sold by stockholders of Hexcel. Approximately 11.1 million of the shares will be offered by affiliates of The Goldman Sachs Group, Inc., which together currently own approximately 37.0% of the total voting power of Hexcel. Approximately 9.9 million of the shares, and any shares sold pursuant to the underwriters' over-allotment option, will be offered by affiliates of Berkshire Partners LLC and Greenbriar Equity Group LLC, which together currently own approximately 34.4% of Hexcel's total voting power. The filing of the registration statement by Hexcel is being made pursuant to the exercise of existing registration rights held by the selling stockholders.

Hexcel, which has approximately 40 million shares of common stock outstanding, will not receive any of the proceeds from this proposed offering. Because affiliates of Berkshire Partners LLC and Greenbriar Equity Group LLC will convert preferred stock into common stock in connection with this offering, upon completion of the offering Hexcel will have approximately 50 million shares of common stock outstanding, or approximately 53 million shares outstanding if the underwriters' over-allotment option is exercised in full. Hexcel anticipates that it will file the registration statement shortly.

About the Company

Hexcel Corp. develops, manufactures and markets reinforcement products, composite materials and engineered products. The Company's products are used in the commercial aerospace, space and defense, electronics, general industrial and recreation markets for a variety of end products. Hexcel operates around the world.

HOLLINGER: G.W. Walker Sits as Chairman and D. Vale as President----------------------------------------------------------------Hollinger Inc. (TSX:HLG.C) (TSX:HLG.PR.B) reconstituted its management structure as reported in the Troubled Company Reported on November 22, 2004, following the resignation of Conrad Lord Black as a director, Chairman and CEO on November 2, 2004 and the decision of Mr. Justice Colin Campbell of the Ontario Superior Court on November 18, 2004, to remove as directors Barbara Amiel Black, F. David Radler and John A. Boultbee.

The Board will supervise the various executive functions of Hollinger and will continue to be actively involved with litigation and regulatory matters affecting Hollinger. Gordon W. Walker, Q.C., has been appointed as the initial Chairman of the Board and Donald M.J. Vale will initially assume the function of President.

The resignations of Mr. Radler as Deputy Chairman, President and Co-Chief Operating Officer and Ms. Amiel Black as Vice-President, Editorial, have been received and accepted.

The Independent Privatization Committee appointed to oversee the proposal received by Hollinger from The Ravelston Corporation Limited to privatize Hollinger continues with Robert J. Metcalfe and Mr. Wakefield as its members. Mr. Walker has retired from the Committee to assume his position of initial Chairman of the Board. The Committee has engaged GMP Securities Ltd. as independent financial advisors and Wildeboer Dellelce LLP as independent legal advisors.

As a result of the recent recomposition of the Board and changes in management, the Audit Committee is now comprised of Allan Wakefield -- Chairman, Paul A. Carroll, Q.C. and Robert J. Metcalfe.

Hollinger's principal asset is its approximately 68.0% voting and 18.2% equity interest in Hollinger International Inc. Hollinger International is a newspaper publisher whose assets include the Chicago Sun-Times and a large number of community newspapers in the Chicago area, a portfolio of news media investments and a variety of other assets.

Hollinger's principal asset is its approximately 68.0% voting and18.2% equity interest in Hollinger International. HollingerInternational is a newspaper publisher whose assets include theChicago Sun-Times and a large number of community newspapers in the Chicago area, a portfolio of new media investments and a variety of other assets.

* * *

As reported in the Troubled Company Reporter on August 31, 2004, as a result of the delay in the filing of Hollinger's 2003 Form 20-F (which would include its 2003 audited annual financial statements) with the United States Securities and Exchange Commission by June 30, 2004, Hollinger is not in compliance with its obligation to deliver to relevant parties its filings under the indenture governing its senior secured notes due 2011. Approximately $78 million principal amount of Notes is outstanding under the Indenture. On August 19, 2004, Hollinger received a Notice of Event of Default from the trustee under the Indenture notifying Hollinger that an event of default has occurred under the Indenture. As a result, pursuant to the terms of the Indenture, the trustee under the Indenture or the holders of at least 25 percent of the outstanding principal amount of the Notes will have the right to accelerate the maturity of the Notes.

Approximately US$5 million in interest on the Notes was due on September 1, 2004. Hollinger has deposited the full amount of the interest payment with the trustee under the Indenture and noteholders will receive their interest payment in a timely manner.

There was in excess of $267.4 million aggregate collateral securing the $78 million principal amount of the Notes outstanding.

Hollinger also received notice from staff of the Midwest Regional Office of the U.S. Securities and Exchange Commission that they intend to recommend to the Commission that it authorize civil injunctive proceedings against Hollinger for certain alleged violations of the U.S. Securities Exchange Act of 1934 and the Rules thereunder. The notice includes an offer to Hollinger to make a "Wells Submission", which Hollinger will be making, setting forth the reasons why it believes the injunctive action should not be brought. A similar notice has been sent to some of Hollinger's directors and officers.

HORNBECK OFFSHORE: Closes $225 Million Sale of 6.125% Sr. Notes---------------------------------------------------------------Hornbeck Offshore Services, Inc. (NYSE: HOS) closed the sale of $225,000,000 aggregate principal amount of 6.125% Senior Notes due 2014 in a private placement. The New Notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or available exemption from such registration requirements.

The net proceeds to the Company from this offering were approximately $219 million, net of estimated transaction costs. The Company used $181 million of such proceeds to repurchase approximately 91% of the outstanding $175,000,000 aggregate principal amount of its 10-5/8% Senior Notes due 2008 pursuant to its ongoing tender offer for the 2001 Notes and the related consent solicitation. The Company accepted all 2001 Notes that were tendered by 5:00 p.m., Eastern time, on Nov. 17, 2004, for purchase and payment. The $181 million comprised the total consideration paid for such Notes tendered, including related accrued interest and consent fees. The remaining proceeds will be used to repurchase the remaining 2001 Notes and for general corporate purposes, which may include funding for the acquisition, construction or retrofit of vessels.

Hornbeck Offshore's repurchase of the tendered 2001 Notes made operative the Fifth Supplemental Indenture executed by the Company, certain of its subsidiaries and the indenture trustee for the 2001 Notes, which set forth certain amendments to eliminate most of the restrictive covenants and certain defined events of default.

This release is not an offer to sell or a solicitation of an offer to purchase the New Notes or an offer to purchase or solicitation of an offer to sell the 2001 Notes.

About the Company

Hornbeck Offshore Services, Inc., provides offshore supply vessels in the U.S. Gulf of Mexico and select international markets, and is a leading transporter of petroleum products through its fleet of ocean-going tugs and tank barges, primarily in the northeastern U.S. and in Puerto Rico.

* * *

As reported in the Troubled Company Reporter on Nov. 17, 2004, Moody's upgraded the senior implied rating for Hornbeck Offshore Services, Inc., to Ba3 from B1, the issuer rating to Ba3 from B1 and assigned a Ba3 to the company's proposed $225 million senior unsecured notes offering. The outlook is stable.

HOUSTON EXPLORATION: Closes Offer on KeySpan's Remaining Interest-----------------------------------------------------------------The Houston Exploration Company (NYSE: THX) reported the closing of the previously announced offering of 6,580,392 shares of common stock held by KeySpan Energy Development Corporation, an indirect wholly-owned subsidiary of KeySpan Corporation (NYSE: KSE). With the closing of this transaction, KeySpan no longer holds any interest in Houston Exploration.

The shares were sold in a public offering at a price of $56.25 per share. All shares were offered under Houston Exploration's effective shelf registration statement filed with the Securities and Exchange Commission in March 2004. Houston Exploration did not receive any proceeds from the sale of these shares in the offering.

The registration statement related to the public offering has been filed with and declared effective by the Securities and Exchange Commission, and the prospectus related to the offering of the selling stockholder's shares was filed with the Securities and Exchange Commission. Copies of the prospectus relating to the offering may be obtained from:

KeySpan Corporation, a member of the Standard & Poor's 500 Index, is the largest distributor of natural gas in the Northeast with 2.5 million customers, operating regulated natural gas utilities in New York, Massachusetts and New Hampshire under the KeySpan Energy Delivery service company. For more information, visit the company's website at http://www.keyspanenergy.com/

About the Company

The Houston Exploration Company is an independent natural gas and crude oil producer engaged in the development, exploitation, exploration and acquisition of natural gas and crude oil properties. The company's operations are focused in South Texas, the Rocky Mountains, the Arkoma Basin, and offshore in the shallow waters of the Gulf of Mexico. Additional production is located in East Texas. For more information, visit the company's website at http://www.houstonexploration.com/

* * *

As reported in the Troubled Company Reporter on Sept. 29, 2004, Moody's affirmed, with a stable outlook, the Ba3 senior implied rating and B2 note ratings for The Houston Exploration Company following the company's announcement of two acquisitions of shallow water Gulf of Mexico properties. The mostly debt funded acquisitions of a total of 13.2 mmboe of proved reserves (3,600 boe/d of production) for approximately $145 million represents a full price of $39,545 paid per daily unit of production and $10.98 per boe of proved reserves before development and plugging and abandonment (P&A) costs.

HUFFY CORPORATION: Section 341(a) Meeting Slated for December 12----------------------------------------------------------------The United States Trustee for Region 9 will convene a meeting of Huffy Corporation and its debtor-affiliates' creditors at 11:00 a.m. on December 22, 2004, at the Office of the U.S. Trustee located in 170 North High Street, Suite 309 in Columbus, Ohio. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors.

Headquartered in Miamisburg, Ohio, Huffy Corporation -- http://www.huffy.com/-- designs and supplies wheeled and related products, including bicycles, scooters and tricycles. The Company and its debtor-affiliates filed for chapter 11 protection on Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148). Kim Martin Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $138,700,000 in total assets and $161,200,000 in total debts.

HUFFY CORP: Committee Hires PricewaterhouseCoopers as Advisor-------------------------------------------------------------The Official Committee of Unsecured Creditors in Huffy Corporation and its debtor-affiliates' chapter 11 proceedings asks the U.S. Bankruptcy Court for the Southern District of Ohio, Western Division, for permission to employ PricewaterhouseCoopers Corporate Finance LLC as its financial advisor.

PricewaterhouseCoopers will:

a) review and analyze the Debtors' businesses, operations and financial condition including current and projected liquidity position of the Debtors;

b) evaluate the Debtors' business plan and corresponding financial projections;

c) analyze the values available to the members of the Committee under various strategic alternatives;

d) assist the Committee with tactics and strategy for negotiating with the Debtors and other constituents;

e) participate with the Committee in meetings or negotiations with the Debtors or other constituents in connection with a restructuring;

f) advise the Committee as to the timing, nature and terms of new securities, other consideration or other inducements to be offered pursuant to a restructuring;

g) assist in the review and preparation of information and analyze if necessary for the confirmation of a plan of reorganization;

h) assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; and

i) do restructuring related services as reasonably requested by the Committee.

The Debtors will pay PricewaterhouseCoopers for its professional services to the Committee a monthly non-refundable fee of $75,000 starting Nov. 3, 2004.

Sudhin Roy, at PricewaterhouseCoopers, states that the Firm and its professionals hold no interests materially adverse to the Debtors and their estates.

Headquartered in Miamisburg, Ohio, Huffy Corporation -- http://www.huffy.com/-- designs and supplies wheeled and related products, including bicycles, scooters and tricycles. The Company and its debtor-affiliates filed for chapter 11 protection on Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148). Kim Martin Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $138,700,000 in total assets and $161,200,000 in total debts.

INTERSTATE BAKERIES: Wants Claims Resolution Protocol Approved-------------------------------------------------------------- J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom, LLP, in Chicago, Illinois, informs the U.S. Bankruptcy Court for the Western District of Missouri that as of the bankruptcy petition date, 150 claimants commenced litigation asserting liability for personal injury or wrongful death against Interstate Bakeries Corporation and its debtor-affiliates or their employees or other third parties who the Debtors are obligated to defend or indemnify. However, all lawsuits and any other efforts or actions by the Tort Claimants to collect or recover on the Tort Claims were stayed under Section 362(a) of the Bankruptcy Code. Thus, hundreds of asserted Tort Claims remain contingent, disputed, or unliquidated.

In many cases, the Debtors believe that they have no liability on the Tort Claims, or the Debtors dispute the asserted amounts of the Claims.

Mr. Ivester asserts that the Debtors need to determine the claims against them as efficiently as possible to reduce costs and maximize the value of their estates. It would be time consuming, unduly burdensome and expensive for the Debtors to have to defend against and liquidate hundreds of relatively small Tort Claims in other tribunals and fora. This approach may delay the resolution of the Debtors' Chapter 11 cases and result in the expenditure of significant administrative expense.

The Debtors propose to adopt certain procedures for settling the claims. The Debtors ask the Court to require a Claimant to comply, in good faith, with the Claims Resolution Procedures before seeking relief from the automatic stay to fully litigate its Tort Claim.

In accordance with the Claims Resolution Procedures, the Debtors seek permission to settle:

(a) Tort Claims for settlement amounts in excess of $50,000 after 10 days' notice to counsel to the Official Committee of Unsecured Creditors, the agent for the Debtors' postpetition financing facility, the agent for the Debtors' prepetition financing facility, the United States Trustee and other notice parties; and

(b) small claims for settlement amounts equal to or less than $50,000, up to a cap of $10,000,000 in the aggregate.

The settling Claimant will be deemed to hold an allowed, prepetition general unsecured non-priority claim against the applicable Debtor in the settled amount, to be paid in accordance with any plan of reorganization confirmed in the Debtors' bankruptcy cases.

The Debtors believe that the Claims Resolution Procedures will:

* assist them in reducing costs and maximizing the value of their estates;

* significantly reduce associated administrative expenses and help the Debtors avoid the delay and uncertainty of an overly cumbersome approval process;

* provide incentive to the Claimants to work with the Debtors to reconcile, settle or compromise the Tort Claims;

* lead to cost-effective settlement and liquidation of many Tort Claims, without the administrative expense of multi- forum, full trial litigation;

* not infringe on the rights of those Claimants who still want to present their Tort Claims before a jury;

* facilitate the consensual liquidation of many Tort Claims in a manner that is most efficient for both the Debtors and the Claimants; and

The Debtors will informally settle Tort Claims for which the Debtors have reserved $10,000 or less. If a settlement is not reached by 60 days after the deadline for filing proofs of claim, the parties will undertake the Offer-Exchange Process.

(2) Offer-Exchange Process

(a) Questionnaire

Each Claimant, except certain Small Claims Claimants, will serve on the Debtors a completed Questionnaire on or before 105 days after the Bar Date.

(b) Response Statement

On or before 195 days after the Bar Date, the Debtors will send each Claimant a Response Statement, stating whether:

* the Debtors have reserved more or less than $50,000 for the Claimant's claim;

* the amount demanded in the Questionnaire is accepted; and

* the Tort Claim is disputed.

If the Tort Claim is disputed, the Debtors will include a description of any key defenses and third party claims.

The Response Statement will often include a proposed settlement to disputed Tort Claims.

(c) Claimant's Reply

On or before 255 days after the Bar Date, the Claimant must serve a Reply to the Debtors' Response Statement. However, that a Claimant with a Tort Claim reserve in excess of $50,000 may elect instead to request mediation or arbitration. If the Debtors' Response Statement included a settlement proposal, the Claimant's Reply must accept or reject the Debtors' settlement proposal.

(3) Mediation Procedure

(a) Referral to Mediation

For Tort Claims that may be referred to Mediation, the Debtors will submit a Referral Notice within 15 days after receipt of an appropriate request by an Eligible Claimant participating in the Offer-Exchange Process.

(b) Appointment of Mediator

The Mediation/Arbitration Organization will, within 30 days after the receipt of the Referral Notice, (i) appoint a mediator who is familiar with the laws which govern the Tort Claim and (ii) provide written notice to the Debtors and the Eligible Claimant of the appointment.

(c) Conduct of Mediation

The mediator will handle all Tort Claims in the order received by him or her or as directed by mutual agreement of the parties. Any party may be represented by legal counsel, although the participation of legal counsel will not be required for the conduct of the mediation. The mediator will meet with the parties or their representatives, individually and jointly, for a conference or series of conferences as determined by the mediator. The Claimant and the Debtors or their representatives must be present at the conference, unless the disputed portion of the Tort Claim is $100,000 or less, in which case the parties may appear by telephone. A settlement reached pursuant to mediation will be treated as an allowed claim, subject however to the allowance procedures.

(d) Cost of Mediation

The Cost of Mediation will be shared equally by the Debtors and the Claimant.

(4) Arbitration Procedure

(a) Referral to Arbitration

The Tort Claim will be submitted for arbitration within 60 days of the mailing date of the request for arbitration if the non-requesting party consents to binding arbitration.

(b) Appointment of Arbitrator

The Mediation/Arbitration Organization will, within 30 days after receipt of the referral to binding arbitration, (i) appoint an arbitrator to conduct arbitration proceedings as hereinafter set forth and (ii) provide notice to the Debtors and the Claimant of the appointment. Arbitration proceedings will commence not later than 30 days after the date the arbitrator provides written acknowledgment to all parties.

(c) Conduct of Arbitration

The arbitration will be:

* conducted in accordance with applicable law;

* governed by the Federal Arbitration Act; and

* conducted pursuant to the dispute resolution procedures for commercial or insurance claims of the American Arbitration Association, as currently in effect and appropriate unless otherwise agreed by the parties.

(d) Cost of Arbitration

The Cost of Arbitration will be shared equally by the Debtors and the Claimant.

(e) Arbitration Award

The amount of the award set by the arbitrator will be binding and will be within the discretion of the arbitrator. In no event will the amount of the award:

* exceed the lower of (x) the claimed amount of the Tort Claim as shown on the Claimant's Questionnaire or (y) as shown on the Claimant's Claim; or

* be less than the undisputed portion of the Claim.

(5) Stay Relief

If a claim is not resolved by settlement or mediation, the stay may be modified to proceed in other fora.

(a) Service of Motion

Claimant will serve the Debtors with any motion to Vacate the stay.

(b) Exhaustion of Procedure

Unless a Claimant has exhausted the Claims Resolution Procedure in good faith, the Court will deny without prejudice any request to lift the stay.

(c) Order Modifying Stay

After all conditions have been met, without any timely objections on the appropriate grounds, the Debtors will submit a stay relief order to the Court.

(d) Objection by the Debtors

The Debtors may object to any lift stay motion only on the grounds that the Claimant has failed to comply with the conditions of the Claims Resolution Procedure.

The Debtors believe that the modification of the automatic stay in accordance with the Claims Resolution Procedures is warranted. If the stay is lifted on an ad hoc basis before a Claimant had complied with the Claims Resolution Procedure, the Debtors would be forced to expend their limited resources and time in the defense of prepetition lawsuits in other fora.

Stay Should Be Extended to Non-Debtor Employees

The Debtors also ask the Court to stay any litigation against their employees. Mr. Ivester points out that:

(i) the Debtors are the real parties-in-interest in the litigation, and a judgment against the individual employees would in fact be a judgment against the Debtors;

(ii) the continued prosecution of these claims against the Debtors' employees might well harm the Debtors' ability to formulate a reorganization plan;

(iii) it would be time consuming, unduly burdensome and expensive for the Debtors to defend against the current, and potentially new actions filed against their employees for prepetition conduct in various tribunals and fora; and

(iv) the Debtors may suffer irreparable harm in at least one, if not all, of these manners, since the Debtors and their estate:

-- will incur the direct costs of investigating and defending claims against their employees;

-- will incur the indirect costs associated with defending litigation; and

-- may incur substantial losses associated with employee retention and performance, since employees would be personally liable for conduct performed during the course and within the scope of employment.

The court in Terrell Publishing Co., Inc. v. Petley Southwest, Inc., 1991 U.S. Dist. LEXIS 14227, *5 (W.D. Mo. 1991), also held that non-debtor proceedings may be stayed where "there is such identity between the debtor and the third-party defendant that the debtor may be said to be the real party defendant and that a judgment against the third-party defendant will in effect be a judgment or finding against the debtor." The Missouri court noted that, if the "identity" of interests between the debtor and the non-debtor defendants is such that one cannot proceed with litigation against the latter without directly and indirectly affecting the debtor, a stay is necessary to effectuate the purposes of Section 362(a).

Third Party Indemnity

Mr. Ivester also relates that the Debtors may be entitled in some instances, under certain agreements or applicable non-bankruptcy law, to be indemnified from other third parties. Before the Petition Date, the Debtors were parties to one general liability insurance policy and four automobile liability insurance policies that may cover, among other things, portions of tort claims in excess of $1,000,000 for general liability claims and $1,500,000 for automobile liability claims. The Debtors are self-insured for an initial $1,000,000 per general liability occurrence and $1,500,000 per automobile liability occurrence.

To the extent the Debtors are or may be entitled to indemnity for a particular Tort Claim from a Third Party Indemnitor, the Debtors seek the Court's authority to invite the Third Party Indemnitor to participate in the liquidation of the Tort Claim. However, the Debtors seek confirmation that they have no obligation vis-a-vis the Claimants to take any such action.

Objections

(1) Daniel B. Huffman

Cynthia F. Grimes, Esq., at Grimes & Rebein, L.C., Lenexa, Kansas, informs the Court that Mr. Huffman is a plaintiff in a pending California state court suit against Interstate Brands for damages for age discrimination and wrongful demotion. After trial by jury, Mr. Huffman obtained a judgment against Interstate Brands Corporation on July 11, 2002, for $2,404,832, plus interest. Interstate Brands appealed from the judgment to the California Court of Appeals and posted a bond for $3,595,137, which was issued by Travelers Casualty & Surety Company of America.

The California Court of Appeals reversed and remanded for new trial on August 12, 2004, finding that the trial court had applied an improper legal standard under applicable California law. Mr. Huffman filed a timely petition for review with the Supreme Court of California on September 20, 2004.

Under California law, Ms. Grimes relates, the California Supreme Court may order review within 60 days of the filing of the petition for review, and before that time expires, may extend the time to a date not later than the 90 days after the petition for review is filed.

"[T]here should be little harm to [Interstate Brands] in responding to the petition and, if the petition is granted, submitting an appeal brief, since the appeal has already been briefed at one appellate level.

"Conversely, [Mr. Huffman] will be prejudiced if his petition for review is not heard because of the stay imposed by the bankruptcy filing."

Because Mr. Huffman's ability to seek review is subject to the Supreme Court's strict timeframes, Mr. Huffman objects to the Debtors' request, as it applies to his narrow situation.

Mr. Huffman asks the Court to:

(a) lift the automatic stay for the limited purpose of allowing him to prosecute his petition for review and, if granted, appeal to the point of final determination by the California Supreme Court; and

(c) if he is successful on appeal, allow him to collect against the appeal bond.

(2) Brenda Sieckmann

Mrs. Sieckmann raises these objections to the Debtors' request:

* The time frame set forth in the Debtors' proposed Claims Resolution Procedures far exceeds the one under which Mrs. Sieckmann's lawsuit pending in a state court in St. Louis, Missouri, is proceeding;

* Mrs. Sieckmann's claim is not small, but is significant as she seeks compensation for the untimely death of her husband at 39 years of age;

* The Debtors have provided insufficient information regarding the identity of the third parties that may be required to indemnify them, thus, making it impossible for Mrs. Sieckmann to determine the impact of this information on her claim; and

* The Debtors have failed to adequately describe the composition of the Arbitration/Mediation Organization that they proposed to create.

Mrs. Sieckmann believes that her claim is covered by insurance, and that she should not be prevented from pursuing the insurance coverage through State Court litigation where that litigation will potentially resolve her claim faster than will occur under the Debtors' proposed Tort Claim Procedures.

"The Debtors have failed to demonstrate any valid reason why the insurance carriers should be protected from defending Mrs. Sieckmann's claim and ultimately paying that claim in such amount as may be awarded by the [Missouri] State Court," Joanne B. Stutz, Esq., at Evans & Mullinix, P.A., in Shawnee, Kansas, asserts.

"While the Debtors' Tort Claim Procedures may be faster, more cost-effective and fairer for some claimants, Mrs. Sieckmann does not believe that applying the Tort Claim Procedures to her situation will have that result," Ms. Stutz relates. "In fact, no party is permitted, under the proposed procedures, to seek relief from the automatic stay until and unless the Tort Claim Procedures have first been complied with."

Ms. Sieckmann asks the Court to:

(1) find that the Debtors' proposed Claims Resolution Procedures are deficient and should not be established; and

(2) lift the automatic stay so she may pursue her personal injury claim in the Missouri State Court.

Mrs. Sieckmann's lawsuit is currently set for trial in April 2005.

(3) Dennis Gianopolous, et al.

Representatives of a certified and putative classes of individuals in an action pending before the Circuit Court of Cook County, Illinois, object to the Debtors' request because:

* none of their claims are for present personal injuries or bodily injury;

* the procedure contemplated by the Debtors' request is inapplicable to the resolution of their claims; and

* the Claims Resolution Process does not seem to contemplate nor apply to a class action, especially one involving hundreds of thousands or millions of small claimants or a class-wide settlement process and mediation/arbitration.

(3) Lisa Drucker, parent and guardian of John Doe 2, a minor, and John Doe 3, a minor.

The Class Action arose out of the demolition of a hot water tank at Interstate Bakeries Schiller Park, Illinois bakery plant. The demolition work was done in an open plant production area where debris from the demolition was dumped into dumpsters and carted past working production lines. Subsequent to the demolition work, Illinois state inspectors found piles of debris in the boiler room area and tested samples from this debris. The tests showed the presence of asbestos and asbestos-containing materials.

The Illinois Department of Health stated that it would order the Debtors to recall the food products manufactured in the Interstate Schiller Park plant between the date the tank was demolished and the date the plant was closed by health authorities, unless the Debtors voluntarily recalled the food products. Returned food products were sent to a hazardous waste landfill.

While the Debtors offered a refund to people who returned their products to a store, they offered nothing to those individuals who had consumed the products they purchased or had opened packages. Based on the Debtors' records, they retained about $4,250,000 attributed to sales of the adulterated products. This implicates a class size in the hundreds of thousands or millions of individuals.

The Plaintiffs filed the Action in 1998 raising many causes of action, including breach of implied and express warranties, violations of the Magnuson-Moss Warranty Act, consumer fraud and for the creation of a medical monitoring fund. A motion for class certification was also filed.

The Debtors unsuccessfully removed the case to Federal Court on Diversity grounds. However, before remand, the Debtors, in a federal filing, valued the medical monitoring claims at $500 to $1,100 per individual per year.

After a variety of hearings, portions of the complaints were amended, some claims were dismissed. A class was certified and amended claims were brought. The parties engaged in discovery and various motions for summary judgment were filed.

Portions of those summary judgment motions were granted and portions denied. Ultimately, the trial court granted the Plaintiffs' request for partial summary judgment on the implied warranty claims.

Aron D. Robinson, Esq., tells Judge Venters that during the pendency of the Plaintiffs' request for summary judgment on damages, the Debtors sought to decertify the class, which was granted in part and denied in part. The trial court allowed the Illinois class to remain certified and decertified the portion of the class applicable to other states. The Plaintiffs added Illinois plaintiffs to the case and were, inter alia, in the process of asking the trial court to reconsider the partial decertification.

Mr. Robinson relates that the Plaintiffs have attempted resolution of the class action on numerous occasions in the Circuit Court proceeding without any success. While the proposed Procedures do not set forth means whereby the class claims may be resolved, the Plaintiffs are open to negotiations towards resolution of the class claims.

(4) Antonio Martinez

Mr. Martinez asks the Court to deny the Debtors' request for these reasons:

* The proposed timeframe is uncertain and will not be quicker to resolve his claim;

* The State of Montana has no record that the Debtors are self-insured in that State contrary to the Debtors' claim;

* United States Fidelity and Guaranty Company or other insurance carriers provides coverage to the Debtors for the injuries claimed by Mr. Martinez; and

* Mediations or arbitrations should not take place in Kansas City, Missouri, but in Montana, where all of the parties and witnesses are located.

Kurt S. Brack, Esq., at Holbrook & Osborn, P.A., in Overland Park, Kansas, informs the Court that Mr. Martinez holds a tort claim against Interstate Brands Corporation arising out of an automobile accident on August 8, 2003, in Billings, Montana. Mr. Martinez commenced an action in the Montana Thirteenth Judicial District Court, Yellowstone County on April 23, 2004, against Timothy Bradley, the driver of the Interstate Vehicle, Interstate Brands, and Fidelity, the insurance carrier. The parties are still engaged in discovery.

Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh baked bread and sweet goods, under various national brand names, including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R), Merita(R) and Drake's(R). The Company employs approximately 32,000 in 54 bakeries, more than 1,000 distribution centers and 1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter 11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior subordinated convertible notes due August 15, 2014 on August 12, 2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)

INTERSTATE BAKERIES: GMS Wants Demolition Costs Paid----------------------------------------------------Thomas M. Franklin, Esq., in Kansas City, Missouri, informs the Court that Interstate Bakeries Corporation and its debtor-affiliates are parties to four agreements under which Global Management Services, Inc., provides primarily demolition and removal of obsolete equipment at sites owned or occupied by the Debtors in their business operations. The originally contracted amounts due under the Agreements totaled to about $3,200,000.

Before the bankruptcy petition date, GMS performed work for the Debtors under two Agreements for which unpaid invoicing is approximately $212,104. The Debtors have required GMS to continue its work under the prepetition Agreements.

Since the Petition Date, the Debtors have entered into two new Agreements with GMS. In the coming months, GMS anticipates completing work under the four Agreements.

GMS asserts that it is entitled to receive all of the agreed payments as work under each Agreement is completed. GMS, thus, asks the Court to direct the Debtors to pay all amounts due under each Agreement as work on each particular Agreement is completed. GMS wants the Debtors to pay all prepetition arrearages and other amounts due because of those arrearages.

In the alternative, GMS asks Judge Venters to lift the automatic stay so it may take the necessary steps to notice and perfect all of its statutory lien rights.

Absent full payment under the Agreements, GMS also demands adequate protection of its interests.

Parties Stipulate

To resolve GMS' request, the Debtors and GMS stipulate that:

(1) Section 327 of the Bankruptcy Code is inapplicable to GMS. Thus, GMS will not be required to comply with its terms;

(2) GMS will have an administrative expense claim pursuant to Sections 507(a)(1) and 503(b)(1)(A) for the services it has provided to the Debtors on and after September 22, 2004, provided that the services were performed at the Debtors' request;

(3) the Debtors will pay GMS' administrative claims in the ordinary course of business; and

(4) after satisfaction of GMS' administrative claims, GMS' request will be withdrawn without prejudice.

Headquartered in Kansas City, Missouri, Interstate BakeriesCorporation is a wholesale baker and distributor of fresh baked bread and sweet goods, under various national brand names, including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R), Merita(R) and Drake's(R). The Company employs approximately 32,000 in 54 bakeries, more than 1,000 distribution centers and 1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter 11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior subordinated convertible notes due August 15, 2014 on August 12, 2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)

IONICS INC: S&P Places BB Ratings on CreditWatch Positive---------------------------------------------------------Standard & Poor's Ratings Services placed its 'BB-' corporate credit and other ratings on Watertown, Massachusetts-based Ionics Inc. on Credit Watch with positive implications following the announcement by General Electric Co. (AAA/Stable/A-1+) that it will acquire Ionics for $1.1 billion in cash plus assumption of existing debt, subject to regulatory approval.

"We would expect to withdraw our ratings on Ionics once the company is acquired by GE," said Standard & Poor's credit analyst Robert Schulz.

Ionics is a water purification company engaged in the global supply of water and water-treatment equipment through the use of its proprietary technology to municipalities, utilities, industrial customers, and consumers. It had sales of $429 million for the 12 months ended Sept. 30, 2004.

The combination with GE's existing water franchise business broadens GE's position in the technology-focused segment of water treatment and provides an entry into the fast-growing desalination segment where GE had no presence. The transaction is expected to be accretive to GE's 2005 earnings.

Ionics Inc. has a high debt load, weak cash flow generation, a challenging U.S. power-generation market, and greater-than-anticipated risks involved in joint venture projects outside the U.S. These negative factors are offset partly by a solid market position in all markets served, leading technology portfolio, and a considerable portion of the revenue stream that is supported by long-term renewable contracts.

S&P expects Ionics to benefit from trends in global sanitation improvement, increasing the need for cost-effective supplies of clean water, particularly outside the U.S. The company's financial profile is aggressive, largely because of the increased amount of acquisition debt.

LANOPTICS: Completes $14.3 Million Private Equity Placement-----------------------------------------------------------LanOptics Ltd. (NASDAQ: LNOP) signed a $14,364,000 private placement agreement with institutional investors for the sale of 1,368,000 ordinary shares, priced at $10.50 per share, and 478,800 five-year warrants with an exercise price of $15.50. LanOptics has agreed to file a registration statement covering the shares and warrants issued in the transaction.

LanOptics will use the proceeds from the sale of the securities to support EZchip as well as for other general corporate purposes, as shall be determined by the Company's management.

"After this transaction, LanOptics' consolidated cash balance will exceed $26M, all of which is dedicated to secure EZchip's future success," said Eli Fruchter, President and CEO of EZchip and a member of the Board of Directors of LanOptics. "This new funding will serve to enhance EZchip's leadership in the network processors market and demonstrate our commitment to this emerging market. While other vendors are holding back on their efforts, EZchip is capitalizing on the opportunity and continues its surge forward. Our upcoming NP-2 network processor solidifies our technological edge, provides a significant increase to our addressable market and is already gaining new customers."

LanOptics Ltd. -- http://www.lanoptics.com/-- is focused on its subsidiary EZchip Technologies, a fabless semiconductor company providing high-speed network processors. EZchip's breakthrough TOPcore(R) technology provides both packet processing and classification on a single chip at wire speed. EZchip's single-chip solutions are used for building networking equipment with extensive savings in chip count, power and cost. Highly flexible 7-layer processing enables a wide range of applications to deliver advanced services for the metro, carrier edge and core and enterprise backbone.

This represents the conversion of 10 of the airline's 175 options on the Bombardier CRJ. Northwest has indicated that the aircraft will be operated by Pinnacle Airlines, Inc.

The transaction increases the number of firm orders from Northwest Airlines to 139 Bombardier CRJ aircraft, of which 109 had been delivered as of September 30, 2004.

"We are delighted that Northwest Airlines is expanding the deployment of the Bombardier CRJ within its Airlink route system," said Steven Ridolfi, President, Bombardier Regional Aircraft. "The flexibility and economics of regional jets allow major airlines such as Northwest to provide new services or increased frequencies to various markets that support an aircraft of this size."

As of September 30, 2004, the Bombardier CRJ program had secured firm orders for 1,410 aircraft, of which 1,150 had been delivered. Conditional orders and options bring the program total to 2,608 aircraft.

About Bombardier

Bombardier, Inc., headquartered in Canada, manufactures regional aircraft and business jets to rail transportation equipment. Its revenues for the fiscal year ended January 31, 2004 were $15.5 billion US and its shares are traded on the Toronto, Brussels and Frankfurt stock exchanges (BBD, BOM and BBDd.F). News and information are available at http://www.bombardier.com/

Northwest Airlines is the world's fifth largest airline with hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam, and approximately 1,500 daily departures. Northwest and its travel partners serve nearly 750 cities in almost 120 countries on six continents.

* * *

As reported in the Troubled Company Reporter on Nov. 4, 2004, Moody's Investors Service assigned a (P)B1 rating to NorthwestAirlines, Inc. proposed $975 million guaranteed and secured SeniorCredit Facilities. The Facilities will be provided in the form of a five-year term Tranche A Term Facility and a six-year term Tranche B Term Facility. The Facilities are intended to replace the company's $975 million bank line of credit. They contain support for creditors similar to that available in the existing line of credit including guarantees from Northwest Airlines Corporation and Northwest Airlines Holdings Corporation, and collateral including aircraft and Northwest Airlines, Inc.'s Pacific division route rights and slots. Covenant protection is expected to be at least as beneficial to debt holders under the new Facilities as it is to the holders of the existing bank line of credit. The (P)B1 provisional rating will be replaced by a permanent rating upon review of the final terms and conditions of the facilities. The ratings outlook for Northwest is Negative.

As reported in the Troubled Company Reporter on Jul. 30, 2004, Standard & Poor's lowered its ratings on Northwest Airlines Corp. and its Northwest Airlines Inc. subsidiary, including lowering the corporate credit rating to 'B' from 'B+'. The 'B+' bank loan rating was not lowered, and a recovery rating of '1' assigned, reflecting strong collateral protection for that facility. Some enhanced equipment trust certificates were lowered by more than one notch, reflecting evaluation of collateral coverage and other protections for individual securities.

MATEH EFRAIM: Files a Fresh Chapter 11 Petition in S.D. New York----------------------------------------------------------------Mateh Efraim, LLC filed for chapter 11 protection on Nov. 24, 2004, in the U.S. Bankruptcy Court for the Southern District of New York.

The Debtor is a limited liability company doing business under the name Kollel Mateh Efraim, LLC. A creditor moved to dismiss the previous case on the basis that Kollel Mateh Efraim, LLC does not formally exist as entity registered with the New York Secretary of State.

The Debtor is filing the new case as a protective measure so that in the event that the Court might determine that Kollel Mateh Efraim, LLC could not be a debtor, Mateh Efraim's interests are still protected.

Mateh Efraim filed for bankruptcy to preserve its claims arising from the signing of a contract to purchase the real property known as the Meadows Resort Hotel, in Fosterdale, New York from Helen-May Holdings, LLC for $1.4 million.

Mateh Efraim paid a $140,000 deposit and invested at least $600,000 in improvements. The Debtor also purchased two adjacent properties for the purpose of developing the Property.

Mateh Efraim, LLC is a real estate developer. The Company first filed for chapter 11 protection on October 4, 2004 (Bankr. S.D.N.Y. Case No. 04-16410). The case is still pending before the Honorable Judge Cornelius Blackshear. The Company filed another chapter 11 petition on November 24, 2004 (Bankr. S.D.N.Y. Case No. 04-17525). Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Company in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $740,000 in assets and $2,852,700 in debts.

All Refrigeration and Equipment $230,00044 New Utrecht AvenueBrooklyn, New York 11219

SOS Communications $90,0001281 36th StreetBrooklyn, NY 11218

Heavenly Kosher Cuisine $46,000

Mark Terkiltaub $15,000

Michael Halberstam $10,000

Carol Weingert $1,700

MAXIM CRANE: Wants Solicitation Period Extended Until Feb. 11 ------------------------------------------------------------- Maxim Crane Works, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend until February 11, 2005, the period within which only the Debtors can solicit acceptances of their Third Amended Plan of Reorganization from their creditors.

Maxim Crane's current exclusive solicitation period is set to expire on December 13, 2004.

The Company filed its third Amended Plan and Disclosure Statement on November 9, 2004, and the Court approved the adequacy of their Disclosure Statement for the third Amended Plan on the same day.

Full-text copies of the Disclosure Statement and the Amended Plan are available for a fee at:

The Company also asks the Court to allow the December 20, 2004, voting deadline for voting on the Plan and the December 30, 2004, confirmation hearing to occur without any unwarranted interference from any dissident party attempting to derail the Plan process by filing a competing Plan of Reorganization.

The Debtors contend that their chapter 11 cases are very complex. They have four tranches of secured institutional debt that are the subject of intricate Intercreditor agreements and a fifth tranche of unsecured institutional debt in addition to the standard classes of secured, priority, priority tax and general unsecured claims.

The Court will convene a hearing at 3:00 p.m., on Dec. 28, 2004, to consider the Company's motion to extend its exclusivity period.

Headquartered in Pittsburgh, Pennsylvania, Maxim Crane Works, LLC -- http://www.maximcrane.com/-- is a full service crane rental company. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. W.D. Pa. Case No. 04-27861) on June 14, 2004. Douglas Anthony Campbell, Esq., at Campbell & Levine, LLC, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they estimated debts and assets of over $100 million. The Company expects to emerge from Chapter 11 early next year.

MAXIM CRANE: Committee Retains Mesirow as Financial Adviser ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania gave the Official Committee of Unsecured Creditors for Maxim Crane Works LLC and its debtor-affiliates, permission to retain Mesirow Financial Consulting, LLC, as its financial adviser.

Mesirow Financial will:

a) assist the Committee in the review of reports and filings as required by the Court or the Office of the U.S. Trustee, including schedule of assets and liabilities, statement of financial affairs, and monthly operating reports;

Mesirow Financial assures the Court that it does not represent any interest adverse to the Committee, the Debtors or their estate.

Headquartered in Pittsburgh, Pennsylvania, Maxim Crane Works, LLC -- http://www.maximcrane.com/-- is a full service crane rental company. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. W.D. Pa. Case No. 04-27861) on June 14, 2004. Douglas Anthony Campbell, Esq., at Campbell & Levine, LLC, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they estimated debts and assets of over $100 million. The Company expects to emerge from Chapter 11 early next year.

NAVITRAK INTERNATIONAL: Closes Asset Sale to Navitrak Nevada------------------------------------------------------------Navitrak International Corporation ("Navitrak Ontario") (NEX: NV.H) reported the completion of the previously announced sale of all of its operating assets, including its operating subsidiary Navitrak Engineering International, to Navitrak InternationalCorporation ("Navitrak Nevada") (OTC: NVKI), a successor to Blackstone Holdings Corporation, and an arm's length party to Navitrak Ontario. Navitrak Nevada is a public company in the United States with its shares traded on the over the counter market.

Navitrak Ontario sold all of its operating assets in exchange for, among other things:

-- the issuance to Navitrak Ontario of 700,000 shares of common stock of Navitrak Nevada;

-- the discharge of the principal amount and accrued interest owing by Navitrak Ontario to holders of secured convertible debt and bridge loans in the aggregate of approximately $1,482,000;

-- the payment of approximately $1,500,000, such amount was previously advanced to Navitrak Ontario from November 2003 to October 2004 by Navitrak Nevada and its predecessor Blackstone Holdings Corporation and was used by Navitrak Ontario for operating requirements;

-- the payment to Navitrak Ontario of US$10,000 and the delivery to Navitrak Ontario of a promissory note for US$50,000, with payments of US$10,000 to be made each month for the five months beginning on December 15, 2004; and

-- the assumption of all liabilities of Navitrak Ontario by Navitrak Nevada.

Joel Strickland, Chief Executive Officer of Navitrak Ontario commented, "It has been a long process and we are pleased to close this transaction as our shareholders and debenture holders will maintain an ownership stake in the technology and systems developed by Navitrak Ontario. We are hopeful that we are positioned to close the commercial opportunities to sell our airborne systems that we have developed during the past year."

The shareholders of Navitrak Ontario approved the sale transaction at the annual and special meeting of shareholders held on April 30, 2004.

As a result of the sale, Navitrak Ontario no longer operates an ongoing business. Other than the 700,000 Navitrak Nevada common shares that it holds, the US$10,000 paid on closing and the promissory note for US$50,000, Navitrak Ontario does not have any tangible assets. The trading of the common shares of Navitrak Ontario on NEX will be halted pending the fulfillment of certain conditions, including the reconstitution of the board of directors of Navitrak Ontario.

Navitrak Ontario also announces that Anthony Meyer and Ian Grant have resigned from the board of directors of Navitrak Ontario and Joel Strickland is the sole remaining director of Navitrak Ontario.

Navitrak Ontario sells Active Maps and Map Activated EO/IRTurret Control systems used by airborne, marine and ground personnel, including unmanned vehicles, typically engaged in law enforcement, military, firefighting and search and rescue missions or resource and utility services. Specific mission profiles include incident or emergency response or surveillance activities.The system provides tools for end-to-end mission management; covering planning through to post mission analysis and including a suite of sophisticated GIS tools. The digital Active Map based system integrates with a range of real time sensors, including sophisticated gimbal camera systems with EO/IR payloads to provide superior spatial information about extended targets, as well as the asset upon which the system is installed. Upon completion of the transaction, Blackstone will carry on the business currently conducted by Navitrak Ontario.

At June 30, 2004, Navitrak Ontario's balance sheet shows a deficit of CN$3,585,185 as compared to a deficit of CN$2,570,590 at December 31, 2003.

NAVITRAK INTERNATIONAL: Confirms Purchase of Canadian Assets------------------------------------------------------------Navitrak International Corporation (Trading Symbol: NVKI), a successor to Blackstone Holdings Corporation, confirmed this week that it has completed the acquisition of Navitrak Engineering Inc. and all of the assets of Navitrak International (Ontario).

Navitrak Engineering, Inc., based in Halifax, Nova Scotia, is adevelopment stage technology company operating in the aerospace and aviation industry, with particular focus on defense and public safety markets. The Company offers proprietary software products and systems integration expertise to facilitate primarily airborne surveillance missions by geo-referencing the images taken by gimbal stabilized cameras or other sensor equipment. Navitrak's products are currently in use by fixed and rotary-wing aircraftoperators executing military, emergency response, fire fighting and intelligence/surveillance/reconnaissance (ISR) missions.

Joel Strickland, President of Navitrak Engineering Inc. stated, "Being acquired by an American company is a strategic turning point for us and is expected to increase our ability to compete for and win new business. It was also important for us to access larger capital markets as we believe the homeland defense and military sector in which our customers belong are beginning to really understand and demand the value of the systems we candeliver. We needed a corporate entity that would allow us to aggressively capitalize on the many opportunities for growth that we are developing today."

Mr. Knight, President of Navitrak International stated, "I am delighted to finalize this acquisition for our shareholders. Navitrak Engineering's technology is timely and well situated in the Homeland Security and defense industry. We see many opportunities to acquire additional technologies or operating companies that are highly complementary to the core products ofNavitrak."

About Navitrak Engineering

Navitrak's ACTIVEmap(TM) real time mission management and sensor control systems significantly advance the utility of digital maps and the value of cameras and sensors. ACTIVEmap(TM) is a dynamic situational awareness system that can be used in manned or unmanned airborne aircraft, ground based vehicles or handheld devices.

ACTIVEmap(TM) displays live real time geo-spatial information about the aircraft and various "targets of interest." Users can view information about the orientation of the aircraft they are in (or operating as a UAV) and sensor information like FLIR imagery (i.e. where the Field of View is) accurately on ACTIVEmap(TM), providing a real time overview of a military battlefield orincident response, surveillance, fire fighting or other theatre of operation. ACTIVEmap(TM) also controls and direct sensors (e.g.; FLIR cameras) to interrogate a designated location, at the touch of the ACTIVEmap(TM).

The ACTIVEmap(TM) synchronizes and geo-references radar, electronic warfare, sniper detection, and other established mission enhancing sensor data, and displays them on this one live pallet of information.

NEXPAK CORP: Judge Kendig Approves Disclosure Statement ------------------------------------------------------- The Honorable Russ Kendig of the U.S. Bankruptcy Court for the Northern District of Ohio put his stamp of approval on NexPak Corporation and its debtor-affiliates' Disclosure Statement explaining their Second Amended Joint Plan of Reorganization.

The Debtors are authorized to transmit the Disclosure Statement to their creditors and to solicit their votes to accept the Plan.

The Court approved the voting and tabulation procedures for the acceptance or rejection of the Plan, and set December 13, 2004, as the deadline by which all ballots must be completed and delivered to Logan & Company, Inc., the Debtors' solicitation and tabulation agent. The Court set December 17, 2004, as the deadline by which all objections to the Plan must filed and served.

The Court will convene a confirmation hearing to consider the merits of the Plan at 10:00 a.m., on December 20, 2004.

The Debtors' filed their original Joint Plan of Reorganization on July 18, 2004, then filed an amended Plan on October 11, 2004, and the second amended Plan was filed together with the Disclosure Statement on November 10, 2004.

The Debtors' Plan provides for lenders under the Prepetition Credit Facility, holding approximately $145 million of Secured Claims, to convert their Bank Loan Claims into interests in a $37 million New Subordinated Term Loan. The balance of their Secured Claims will be converted into 100% of the equity in Reorganized NexPak Corporation.

Full-text copies of the Disclosure Statement and Amended Plan are available for a fee at:

Headquartered in Uniontown, Ohio, NexPak Corporation, -- http://www.nexpak.com/-- manufactures and supplies standard and custom packaging for DVD, CD, video, audio, and professional media formats. The Company filed for chapter 11 protection on July 18, 2004 (Bankr. N.D. Ohio Case No. 04-63816). Ryan Routh, Esq., and Shana F. Klein, Esq., at Jones Day represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it reported approximately $101 million in total assets and total debts approximating $209 million.

NEXPAK Corp: Has Until Plan Confirmation to Make Lease Decisions ---------------------------------------------------------------- NexPak Corporation and its debtor-affiliates have until the confirmation of their Plan of Reorganization to elect to assume, assume and assign, or reject their unexpired nonresidential real property leases.

The confirmation hearing for their proposed Chapter 11 Plan is scheduled for December 20, 2004.

The Debtors relate that they are parties to ten unexpired leases at this time that primarily consist of their manufacturing facilities, office space, warehouse facilities, railway facilities and parking lots.

Under the Debtor's proposed Plan, most or all of the unexpired leases will be assumed on their current terms, or as modified by agreement between the Debtors, the lessors and other parties in interest connected with the unexpired leases.

The Debtors explain that the extension will give them more time to make a final and thorough analysis about the leases in relation to the resulting benefits expected under the proposed Plan and make prudent decisions that will benefit them and other parties in interest.

The extension will not prejudice the lessors under the leases as the Debtors continue to perform all of their current obligations, including payment of postpetition rent dues as required by Section 365(d)(3) of the Bankruptcy Code, NexPak says. Additionally, any landlord is free to come to court to ask that the Debtors make an earlier decision.

Headquartered in Uniontown, Ohio, NexPak Corporation, -- http://www.nexpak.com/-- manufactures and supplies standard and custom packaging for DVD, CD, video, audio, and professional media formats. The Company filed for chapter 11 protection on July 18, 2004 (Bankr. N.D. Ohio Case No. 04-63816). Ryan Routh, Esq., and Shana F. Klein, Esq., at Jones Day represent the Company in its restructuring efforts. When the Company filed for protection from its creditors, it reported approximately $101 million in total assets and total debts approximating $209 million.

OAKWOOD MORTGAGE: Moody's Reviewing Ratings & May Downgrade-----------------------------------------------------------Moody's Investors Service is placing under review for possible downgrade the ratings on certain senior and mezzanine certificates of Oakwood's manufactured housing securitizations. In total 12 transactions are affected.

Moody's previously downgraded the ratings on certificates of 18 Oakwood securitizations in March 2004. The rating actions were triggered by the weaker-than-anticipated performance of Oakwood's pools and the resulting erosion in credit support.

The current review is prompted by the continued deterioration in performance of the pools. The repossessions and loss severities remain high resulting in higher losses. As a result of the weak performance, subordinate classes of many of the pools have been completely written down.

The transactions are currently being serviced by Vanderbilt ABS Corp. and subserviced by Vanderbilt Mortgage and Finance, Inc. The assets of Oakwood were acquired by Clayton Homes in 2004.

PACIFIC MAGTRON: Liquidity Concerns Trigger Going Concern Doubt---------------------------------------------------------------Pacific Magtron International Corporation incurred a net loss applicable to common shareholders of $1,054,500 for the nine months ended September 30, 2004 and $2,896,600 for the year ended December 31, 2003. The Company also used cash of $984,500 in operating activities for the nine months ended September 30, 2004. As of September 30, 2004, the Company also had a working capital deficiency of $644,400 and an accumulated deficit of $1,527,300. During 2003, the Company also triggered a redemption provision in its Series A Redeemable Convertible Preferred Stock agreement and as a result, has increased the value of the stock to its redemption value and reclassified to a current liability. In addition, the Company violated certain of its debt covenants, which violations have been subsequently waived. Based on anticipated future results, it is probable that the Company will be out of compliance with certain of the covenants in future quarters. If this were to occur and waivers for the violations could not be obtained, the Company's inventory flooring line might be terminated and loan payments on its inventory flooring line and mortgage loan might be accelerated.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon it achieving profitability and generating sufficient cash flows to meet its obligations as they come due. Management believes that the Company's downsizing and its continued cost-cutting measures to reduce overhead and an improving economy will enable it to achieve profitability.

Headquartered in Milpitas, California, Pacific Magtron is a wholesale distributor and solution provider of a wide range of computer related hardware components and software for personal computers.

PICO INVESTMENT: List of 5 Largest Unsecured Creditors------------------------------------------------------Pico Investment Group, LLC released a list of its 5 Largest Unsecured Creditors:

Headquartered in Tucson, Arizona, Pico Investment Group, LLC filed for chapter 11 protection (Bankr. D. Ariz. Case No. 04-05869) on November 19, 2004. Matthew R.K. Waterman, Esq., at Waterman & Waterman, PC, represents the Company in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets of over $500,000 and debts of more than $1 million.

Certain of the Debtors are parties to various executory contracts with KB Prime that allow them to operate and retain the revenue from KB Prime's television stations. As part of this relationship, Pegasus Satellite Communications, Inc., provides and maintains collateral support in respect of the outstanding principal amount of loans made by Wachovia Bank NationalAssociation to Messrs. Butcher and Turner, which financed KBPrime's television station acquisitions and fund KB Prime's current operations.

Mr. Butcher is a borrower under an amended promissory note datedApril 1, 2004, and payable to Wachovia in the principal amount of up to $8,500,000, and Mr. Turner is a borrower under that certain amended promissory note dated March 31, 2004, and payable to Wachovia in the principal amount of up to $250,000.

In exchange for the collateral support, PSC was granted an exclusive and irrevocable option to acquire from KB Prime any or all broadcast station licenses, permits, and the equity interests or assets of KB Prime, in whole or in part, exercisable when permitted by the rules, policies or decisions of the FederalCommunications Commission.

The option price for each KB Prime station is based on

(i) the cost attributed to the applicable station;

(ii) compound interest at a rate equal to the borrowing interest rate of KB Prime -- 2.6% as of December 31, 2003 -- plus 3%; and

(iii) an allocable portion of KB Prime's corporate expenses.

The option price is increased by the amount of any additional borrowings made by Messrs. Butcher and Turner under the WachoviaNotes to cover specified costs of KB Prime, excluding interest on the notes.

Prior to the Petition Date, PSC exercised its options to acquire certain of KB Prime's station licenses and related broadcast assets for cash and entered into asset purchase agreements that provide for the transfer of those assets upon FCC approval. TheDebtors anticipate moving to assume those asset purchase agreements and certain related agreements in connection with the auction of the Debtors' broadcast television assets. However, recent events threaten the stability of KB Prime and its principals, Messrs. Butcher and Turner, and have compelled the Debtors to seek to preserve the Agreements in advance of the Debtors' auction process.

By virtue of PSC's Chapter 11 filing, Messrs. Butcher and Turner are in default under the Wachovia Notes. Just recently Wachovia issued separate default notices to Messrs. Butcher and Turner and stated that it will soon enforce its rights and remedies under the Wachovia Notes. Unless Wachovia withdraws its default notices and restores access to further credit under the Wachovia Notes -- two highly improbable events -- KB Prime, Mr. Butcher and Mr. Turner threaten to file petitions for bankruptcy relief, which would imperil PSC's valuable option to acquire the station licenses and related broadcast assets. The Debtors, in close cooperation with the Official Committee of Unsecured Creditors, have devoted a substantial amount of time and resources to broker a standstill among Wachovia, Mr. Butcher, Mr. Turner and the Debtors, but have met with little success.

Accordingly, the Debtors seek the United States Bankruptcy Court for the District of Maine's authority to:

(i) take an assignment of the Wachovia Notes pursuant to a certain Loan Sale Agreement between PCC and Wachovia, and to continue to provide funding under those notes; and

(ii) submit amendments to the three applications pending with the FCC confirming that the Debtors and their estates have sufficient funds available to consummate the transactions and operate the stations as contemplated under the Asset Purchase Agreements.

Among other things, the Loan Sale Agreement provides thatWachovia agrees to sell, and PSC agrees to purchase, the WachoviaNotes and certain related instruments, agreements, and documents, as well as any and all extensions and amendments to the WachoviaNotes for a purchase price equal to the sum of the principal and interest outstanding under the Wachovia Notes on the ClosingDate, together with all fees and costs of Wachovia as authorized under the Wachovia Notes and the Loan Documents. At the Closing,Wachovia will deliver to PSC:

(i) a Blanket Assignment of Loan Documents executed by an authorized officer of Wachovia;

(ii) the original Wachovia Notes, and all other original Loan Documents in Wachovia's possession, and Wachovia will also deliver to PSC, including by cancellation or termination of the Security Agreement and the Control Agreement, any and all Collateral in Wachovia's possession and Wachovia will follow PSC's instructions for disposition of the Collateral; and

(iii) the Loan Documents free and clear of all liens and encumbrances.

ROBOTIC VISION: Look for Bankruptcy Schedules by Dec. 20--------------------------------------------------------At the Debtors' behest, the Honorable Judge Michael J. Deasy of the United States Bankruptcy Court for the District of New Hampshire, Manchester Division, gave Robotic Vision Systems, Inc., and its debtor-affiliate until Dec. 20, 2004, to file their schedules of assets and liabilities, schedules of current income and expenditures, schedules of executory contracts and unexpired leases and statement of financial affairs.

The Debtors explained that due to the size and complexity of their businesses, they need more time to compile the necessary information to accurately complete the schedules and statement of financial affairs.

The Debtors assured the Court that the extension will not prejudice the creditors or any parties in interest.

Headquartered in Nashua, New Hampshire, Robotic Vision Systems, Inc. -- http://www.rvsi.com/-- designs, manufactures and markets machine vision, automatic identification and related products for the semiconductor capital equipment, electronics, automotive, aerospace, pharmaceutical and other industries. The Company, together with its debtor-affiliate, filed for chapter 11 protection on Nov. 19, 2004 (Bankr. D. N.H. Case No. 04-14151). Bruce A. Harwood, Esq., at Sheehan, Phinney, Bass + Green represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $43,046,000 in total assets and $51,338,000 in total debts.

ROPER INDUSTRIES: S&P Puts BB+ Ratings on CreditWatch Developing----------------------------------------------------------------Standard & Poor's Ratings Services' 'BB+' corporate credit and other ratings on Roper Industries Inc. remain on CreditWatch with developing implications where they were placed on Oct. 7, 2004. On that date, the diversified industrial company announced it would acquire TransCore Holdings Inc. from an investor group led by KRG Capital Partners LLC in a transaction valued at approximately $600 million.

In addition, Standard & Poor's assigned its 'BB+' secured bank loan rating to the company's proposed $955 million senior secured credit facilities due in 2009 and also assigned a recovery rating of '4', indicating the likelihood of a marginal (25%-50%) recovery of principal in the event of a default. The rating on this issue is placed on CreditWatch with developing implications.

Standard & Poor's also assigned its preliminary 'BB-' senior unsecured debt rating to Roper's $500 million universal shelf registration filed under Rule 415. This issue is also placed on CreditWatch with developing implications. Proceeds from the sale of debt and equity under this offering would be used for general corporate purposes, repayment of debt, and for capital investments and to fund working capital requirements, and financing acquisitions.

"We expect to affirm the 'BB+' corporate credit rating and assign a positive outlook once the transaction closes in mid December 2004 and the company completes a $250 million planned equity offering," said Standard & Poor's credit analyst John Sico. "If the equity offering does not proceed as planned and does not occur in a timely manner, the ratings could be lowered one notch."

Duluth, Georgia-based Roper Industries is a diversified industrial company providing engineered products and solutions for global niche markets, with pro forma sales of about $1.3 billion. It benefits from technological leadership, high profit margins, and low capital expenditures because of its light asset base.

The $955 million secured bank facility includes a $300 million five-year revolving credit facility and a $655 million five-year term loan that is guaranteed by all domestic and certain foreign subsidiaries of Roper. It is secured by a first-priority perfected security interest in all tangible and intangible properties and assets of Roper or the guarantors, which were about $1.5 billion as of Sept. 30, 2004, with intangibles representing two-thirds of the total asset base.

Financial covenants include an EBITDA interest coverage ratio and a total debt to EBITDA ratio. Negative covenants restrict capital expenditures, mergers and acquisitions, asset sales, investments, and other indebtedness. The amortizations are expected to be modest in the first few years followed by increasing amortizations thereafter.

RURAL/METRO: Applies for Relisting on Nasdaq SmallCap Market------------------------------------------------------------Rural/Metro Corporation (OTCBB: RURL) applied for relisting of its common stock on the Nasdaq SmallCap Stock Market.

The Nasdaq Listing and Hearing Review Council recently notified the Company that it had reversed the Nasdaq Listing Qualification Panel's decision to delist the Company's securities from the SmallCap Market based on events subsequent to the Panel's decision and remanded the matter to the Panel for further consideration.

In order to relist its common stock, the Company must apply for relisting under the SmallCap Market's initial listing standards. The Listing Council stated that the Company must evidence compliance with all requirements for initial listing on the SmallCap Market, except that it must demonstrate a minimum bid price of $1, instead of the $4 initial minimum bid price normally required. Today, the Company's shares closed at $3.20.

The Company's common stock will continued to trade on the OTC Bulletin Board pending Nasdaq's review of the Company's relisting application. There can be no assurance as to the timing and outcome of Nasdaq's review.

About the Company

Rural/Metro Corporation provides emergency and non-emergency medical transportation, fire protection, and other safety services in 23 states and more than 400 communities throughout the United States.

The offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 and to persons outside the United States in compliance with Regulation S under the Securities Act. The Company intends to use the net proceeds to repay borrowings under its revolving credit facility.

The notes will pay interest semi-annually and will be guaranteed by one of the Company's subsidiaries, Ryerson Tull Procurement Corporation, on a senior unsecured basis.

The notes and the subsidiary guarantee will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. This press release does not constitute an offer, offer to sell, or solicitation of an offer to buy any securities.

About the Company

Ryerson Tull, Inc. is North America's leading distributor and processor of metals, with 2003 revenues of $2.2 billion. The company services customers through a network of service centers across the United States and in Canada, Mexico, and India.

* * *

As reported in the Troubled Company Reporter on Nov. 03, 2004, Moody's Investors Service placed its ratings for Ryerson Tull, Inc. under review for possible downgrade in connection with Ryerson's planned acquisition of Integris Metals Inc. from Alcoa and BHP Billiton. The review anticipates that the acquisition will increase Ryerson's leverage beyond levels associated with its current Ba3 senior implied rating. Ryerson is acquiring Integris for $660 million, comprising $410 million in cash and the assumption of approximately $250 million of debt. Ryerson has indicated that the initial funding for the acquisition will come from cash on hand and borrowings under a new secured credit facility. Subject to market conditions, a portion of these borrowings may be refinanced through a debt or equity offering. The acquisition is expected to close in early 2005.

The three classes of notes will be removed from watchlist for possible downgrade.

According to Moody's, its rating action today is the result of deterioration in the credit quality of the underlying collateral pool. Moody's noted that, as of the October 2004 monthly report on the transaction, the weighted average rating factor of the collateral pool is 1422.78 (compared to the Maximum Weighted Average Rating Factor covenant of 500) and that 27.4113% of the collateral pool has a Moody's rating of Ba1 or lower.

THISTLE MINING: John Brown Departs as Group Finance Director------------------------------------------------------------Thistle Mining Inc. (TSX: THT and AIM: TMG) reported the departure of John Brown as Group Finance Director, with immediate effect.

As reported in the Troubled Company Reporter on Nov. 2, 2004, Thistle Mining disclosed it received written notification of default from Standard Bank on its credit facilities. "The Company is currently in discussions with the Bank to remedy this situation," the Company says.

Thistle Mining -- http://www.thistlemining.com-- says its goal is to become one of the fastest gold mining growth operations in the world. Thistle has focused on acquiring companies with established reserves and will not be developing green field sites. The company operations in South Africa and Kazakhstan are in production, while the Masbate project in the Philippines is forecast to commence production in the latter half of 2005.

At June 2004, the Company owed $5.6 million to Standard Bank under its credit facility. The Company also has $24 million of 10% convertible loan notes outstanding. The Toronto-based company has posted recurring losses since 1999.

The positive rating outlook reflects Moody's expectation that Thomas & Betts will continue to benefit from initiatives to offset rising raw materials costs and will improve operating efficiencies and liquidity. The company's improving financial performance and liquidity are evidenced in year over year 11% organic revenue growth (excluding benefits from foreign currency), improved operating margins in excess of 8%, rising free cash flow approximating $100 million for the trailing twelve months ended September 30, 2004, and a $336 million cash balance, which has grown by $84 million since March 31, 2004 (including $21 million received for an asset sale).

A rating upgrade is possible in the next 12 to 18 months if the company sustains operating profitability of 8% or more across its electrical components and steel structures businesses, achieves an EBIT return on assets (excluding an approximate $100 million investment in Leviton, from which TNB receives no income, and deferred tax assets) of 10% or more, achieves in excess of 19% free cash flow to debt, and improves the quality of its alternate external liquidity sources via replacement of its secured credit facilities with unsecured facilities.

Conversely, a reduction in profitability or reversal of the company's measured appetite for acquisitions and share repurchases, such that free cash flow to debt falls below 10% could result in downward rating pressure.

Moody's expects Thomas & Betts' price increases will continue to offset the impact of rising raw materials costs. Although the raw material costs have increased over the last year, the company's gross margins have consistently approximated 28%, assisted by both price increases and improved sales volumes. Revenues in the steel structure segment (approximately 10% of total sales) improved significantly to $42 million for fiscal third quarter 2004 from their $20 million to $30 million quarterly range over the past several years. Moody's notes that hurricane-related activity benefited structures' third quarter sales by approximately $5 million. Increased spending by utilities should continue to support structures' quarterly revenues above $30 million.

Cash and liquid investments at September 30, 2004 totaled $336 million, the majority of which is domiciled in the U.S. In addition, the company has about $185 million external available liquidity from undrawn, secured revolving credit facilities (expiring June 2006). The company has no significant debt maturities until 2006 when $151 million 6.5% senior unsecured notes mature.

Thomas & Betts Corporation, headquartered in Memphis, Tennessee, manufactures and markets components and connectors for the worldwide electrical and communications markets. The company is also a leading provider of electrical transmission towers and industrial heating units.

TRUMP HOTELS: Wants to Hire Schwartz Tobia As Co-Counsel--------------------------------------------------------Trump Hotels & Casino Resorts, Inc. and its debtor-affiliates seek the authority of U.S. Bankruptcy Court for the District of New Jersey to employ Schwartz, Tobia, Stanziale, Sedita & Campisano, P.A., as their bankruptcy co-counsel, nunc pro tunc to the bankruptcy petition date.

In 1991 and 1992, Schwartz, Tobia formerly represented variousTrump debtor entities in bankruptcy proceedings filed in the Court. In addition, Schwartz, Tobia also previously provided representation to the Trump Taj Mahal Casino Resorts in the termination of its lease agreement with All Star Cafe.

From and after April 20, 2004, Schwartz, Tobia's corporate bankruptcy, restructuring and litigation attorneys have been intimately involved in counseling the Debtors regarding their financial affairs. In assisting the Debtors with the preparation for filing the intended chapter 11 cases, Schwartz, Tobia's attorneys have become familiar with the complex factual and legal issues that will have to be addressed in these cases.

Schwartz, Tobia is expected to:

-- advise the Debtors of their powers and duties as debtors- in-possession in the continued operation of their businesses and management of their properties;

-- assist, advise and represent the Debtors in their consultations with creditors regarding the administration of these cases;

-- provide assistance, advice and representation concerning the preparation and negotiation of a plan of reorganization and disclosure statement and any asset sales, equity investments or other transactions proposed in connection with these Chapter 11 cases;

-- provide assistance, advice and representation concerning any investigation of the assets, liabilities and financial condition of the Debtors that may be required;

-- represent the Debtors at hearings on matters pertaining to their affairs as debtors-in-possession;

-- prosecute and defend litigation matters and other matters that might arise during and related to the chapter 11 cases, except to the extent that the Debtors have employed or hereafter seek to employ special litigation counsel;

-- provide counseling and representation with respect to the assumption or rejection of executory contracts and leases and other bankruptcy-related matters arising from these cases;

-- take necessary action to protect and preserve the Debtors' estates; and

-- perform other legal services as may be necessary and appropriate for the efficient and economical administration of these chapter 11 Debtors.

Schwartz, Tobia has received a $150,000 advance payment for its engagement prepetition. As of the Petition Date, $10,234 remained in the retainer subject to final reconciliation of fees and costs incurred prior to the Petition Date.

Schwartz, Tobia will seek compensation based on its normal hourly billing rates in effect for the period in which services are performed and will seek reimbursement of necessary and reasonable out-of-pocket expenses.

(i) have no connection with the Debtors, any of the Debtors' subsidiaries or affiliates, any creditors of the Debtors, the United States Trustee, or any other party-in-interest in the Debtors' chapter 11 cases, or its attorneys and accountants, and

(ii) do not hold or represent any interest adverse to the Debtors.

Mr. Stanziale asserts that Schwartz, Tobia and each of its partners, associates and other attorneys is a "disinterested person" within the meaning of Section 101(14) of the BankruptcyCode.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino Resorts, Inc., through its subsidiaries, owns and operates four properties and manages one property under the Trump brand name.The Company and its debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). When the Debtors filed for protection from their creditors, they listed more than $500 million in total assets and more than $1 billion in total debts.

On a daily basis, all funds in the deposit accounts are sent to the relevant concentration accounts, Robert A. Klyman, Esq., at Latham & Watkins, LLP, in Los Angeles, California, tells the Court. Every morning, the finance department at each Hotel Property receives deposit summary sheets showing all deposits from the prior day. "They then determine the cash needs for the day and prepare the necessary funding for accounts payable, payroll, and other casino disbursements and cause the necessary amounts to be transferred from the concentration account to the appropriate operational account," Mr. Klyman says.

On a periodic basis, the Debtors that own the Hotel Properties send any cash in excess of minimum operating cash requirements to investment accounts held by their holding companies, which accounts are held at CFSB. Excess cash at each operating property is maintained in concentration accounts. Cash in the operating property concentration accounts is then either transferred to a CSFB consolidation account at the holding company level or maintained in overnight deposit accounts at the operating property level. Funds at the holding company level are then either:

(i) transferred to the holding company's Commerce Bank checking account and disbursed to pay expenses of the holding company, or

(ii) transferred to a U.S. Bank Trust account to pay the interest due on notes, or

According to Mr. Klyman, the Office of the United States Trustee has established operating guidelines for debtors-in-possession to supervise the administration of Chapter 11 cases. These guidelines require Chapter 11 debtors to, among other things:

-- close all existing bank accounts and open new debtor-in- possession bank accounts,

-- establish one debtor-in-possession account for all estate monies required for the payment of taxes, including payroll taxes,

-- maintain a separate debtor-in-possession account for cash collateral, and

-- obtain checks for all debtor-in-possession accounts that bear the designation "debtor-in-possession," the bankruptcy case number, and the type of account.

These requirements are designed to provide a clear line of demarcation between prepetition and postpetition transactions and operations and prevent the inadvertent postpetition payment of prepetition claims.

The Debtors seek a waiver of the requirement that new bank accounts replacing all of their existing Accounts be opened as of the Petition Date. The Debtors believe that this requirement would unnecessarily disrupt their business and impair their efforts to preserve the value of their estate and reorganize in an efficient manner. In particular, because the Debtors process large amounts of cash on a daily basis, any disruption to the cash management system would seriously harm the Debtors.

The Debtors believe that only if the Accounts are continued in their current form can the reorganization process through chapter 11 be achieved in an efficient and cost-effective manner. The Debtors will ensure that appropriate procedures are in place so that checks issued prior to the Petition Date, but presented after the Petition Date, will not be honored absent approval from the Court. The Debtors will also maintain records of all postpetition transfers within the cash management system, so that all transfers and transactions will be documented in their books and records to the same extent that information was maintained by the Debtors prior to the Petition Date.

Accordingly, the Debtors ask Judge Wizmur that the Accounts be maintained in the ordinary course of business, provided that no prepetition checks, drafts, wire transfers or other forms of tender that have not yet cleared the relevant drawee bank as of the Petition Date will be honored unless authorized by separateCourt order.

* * *

The Court dispenses with and waives the requirement that theDebtors establish new bank accounts as of the Petition Date. Judge Wizmur authorizes the Debtors to maintain and continue to use all of their corporate bank accounts in existence on thePetition Date.

All banks at which the Accounts are maintained are authorized and directed to continue to service and administer the Accounts as accounts of the Debtors as debtor-in-possession, without interruption and in the ordinary course, and to receive, honor and pay any and all checks and drafts drawn on the Accounts provided, however, that no checks or drafts issued on these Accounts prior to the Petition Date shall be honored by the banks except as otherwise ordered by the Court.

The Order will expire on February 20, 2004, unless the United States Trustee will agree in writing that the Order may become a final order.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino Resorts, Inc., through its subsidiaries, owns and operates four properties and manages one property under the Trump brand name. The Company and its debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Robert A. Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano, P.A. represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed more than $500 million in total assets and more than $1 billion in total debts.

TRUMP HOTELS: Can Honor Prepetition Employee Obligations--------------------------------------------------------Robert A. Klyman, Esq., at Latham & Watkins LLP, in Los Angeles, California, relates that as of October 31, 2004, Trump Hotels & Casino Resorts, Inc. and its debtor-affiliates have around 11,978 employees. To maintain operations and preserve the value of their estates, the Debtors must retain the uninterrupted service of their employees.

Compensation Claims

As of the bankruptcy petition date, most of the Debtors' employees were owed or had accrued various sums for wages, salaries, tips and gratuities, bonuses, vacation time, and other accrued compensation and benefits. The Debtors also had accrued deductions from employees' paychecks to make payments on the employees' behalf for insurance programs, a medical reimbursement plan, a 401(k) retirement program and other similar programs.

The Employee Compensation and Deductions, Mr. Klyman says, were due and owing as of the Petition Date because:

* many payroll and expense reimbursement checks issued to employees prior to the Petition Date had not yet been presented for payment or had not yet cleared the bank and, accordingly, had not been honored and paid as of the Petition Date;

* certain employees had not yet been paid for services previously rendered to the Debtors or had not yet been reimbursed for business expenses previously advanced on the Debtors' behalf; and

* certain other forms of employee compensation related to prepetition services had accrued prior to the Petition Date but were not yet payable under their terms.

The Debtors seek the Court's authority to pay all Employee Compensation and Deductions that remained unpaid as of the Petition Date. The Debtors estimate that as of October 31, 2004, they owed $14,200,000 in prepetition Employee Compensation andDeductions.

A. Salaries and Wages

Mr. Klyman tells the Court that on November 19, 2004, all of the employees were paid wages, salaries, tips and gratuities, and overtime for services provided through November 14, 2004. All the employee payments were dated November 22, 2004. For purposes of the Debtors' bankruptcy filing, all the amounts are noted as outstanding.

The employees have not been paid for compensation that was accrued from November 15, 2004, through the Petition Date. All payments to employees for this period will be distributed after 3:00 p.m. on Friday, November 26, 2004, by means of checks or ACH Direct Deposits dated November 29, 2004.

The Debtors estimate that, as of October 31, 2004, they owed the employees $12,900,000 in prepetition wages, salaries, tips and gratuities and overtime.

B. Employee Expenses

Many of the Debtors' employees regularly incur certain out-of- pocket, business-related expenses. Business-related travel expenses are generally pre-approved and, to the extent possible, expenses for airfare, lodging and automobile rentals are paid directly by the Debtors to the supplier. Upon completion of travel, the Employees are required to submit an expense report with appropriate supporting documentation. This report serves as the mechanism for the employees to receive reimbursement for out- of-pocket travel related expenses within the Debtors' travel policy.

Expense reports are processed in due course, and copies of the reports are attached to the checks remitted to the employees as payment. The Debtors estimate that they owe the Employees at least $33,000 for expenses incurred prior to the Petition Date that have not been reimbursed.

Employee Benefits

The Debtors also wish to pay prepetition amounts attributable to employee benefits. The Debtors have a number of employee benefit programs. The Debtors fund or subsidize some of the Benefits, which they believe are an integral and important part of each employee's total compensation package.

The Debtors estimate that the Benefits that were accrued, but unpaid, as of the Petition Date aggregate $1,947,776.

Under the terms of the self-insured plans, employees submit claims to the administrator of the plans, and the Debtors pay the employees pursuant to the terms of the plan. To minimize exposure for their self-insured plans, the Debtors also maintain stop-loss coverage with Mutual of Omaha.

The Debtors also offer Employees the option of choosing Point-of Service medical plan through Amerihealth, an outside insurance company. Under the terms of the POS plan, the Debtors pay full- insured premiums to the carrier for the employees and employees' dependents.

Mr. Klyman notes that the combined monthly cost of the benefits arrangement is at $2,084,691. About $666,655 of this cost is funded through withholdings from employee wages to cover the employees' portion of the program and the rest is paid directly by the Debtors.

Moreover, the Debtors have many union employees who are subject to collective bargaining agreements. The employees participate in the benefit plans offered by their union, and the Debtors make periodic contributions to each union. All employees in Trump Indiana are also covered by an insured PPO and HMO plan, which the Debtors provide pursuant to the Indiana collective bargaining agreement. With respect to their collective bargaining agreements, the Debtors had $2,424,000 accrued, but unpaid amounts owing as of October 31, 2004.

B. Life and Accidental Death and Dismemberment Insurance

The Debtors provide basic and optional supplemental life and accidental death and dismemberment insurance for their employees underwritten by ING/Reliastar, Mass Mutual, Prudential, and Chubb& Son.

Under the policies, the Debtors pay premiums for the basic life and AD&D insurance of their employees. Benefits under the basic life and AD&D policies equal to:

(i) $10,000 for part-time employees;

(ii) $30,000 for full-time casino dealers; and

(iii) one times an employee's annual salary -- up to $1,000,000 -- for other full-time employees.

Full-time employees may also purchase supplemental life insurance up to the lesser of four times their annual salary. Full-time dealers may purchase supplemental life insurance in increments of $30,000 up to a maximum of $120,000. Employees of Trump Indiana do not have the option of purchasing option but may purchase private self-pay insurance. The Debtors provide all Trump Indiana full-time employees with insured Short-Term disability through Prudential Insurance.

The Debtors estimate that the combined monthly premium for the insurance policies is $56,126, of which $18,133 is funded withholdings from employees' wages.

The Supplemental Benefits are also provided to certain non- executive employees who previously received this benefit before changes were made to the program in 1996 and subsequently. The combined monthly cost for all Supplemental Benefits for Executives is estimated at $69,457.

D. Reimbursement Policies

The Debtors want to continue their practice of reimbursing employees for certain approved educational courses at accredited educational institutions. The Debtors estimate that the monthly amount payable for the Reimbursement Practices is $3,000.

The Debtors seek the Court's authority to continue with the reimbursement practices at their discretion.

E. 401(k) Retirement Savings Plan

Another benefit that the Debtors provide to eligible employees is the 401(k) retirement savings plan. The program, having about 4,250 participants, permits employees to defer a portion of their wages into the plan. The employees fund the 401(k) plan, and the Debtors provide a company match equal to 50% of the employees' contributions, but subject to a maximum of 6% of the employee's salary, for employees with at least one year of service.

Under the plan, the Debtors estimate that $1,314,000 is unpaid as of October 31, 2004. The Debtors also pay Merrill Lynch, the company that administers the 401(k) plan, a $5,000 administrative fee per quarter.

F. Severance

The Debtors also want to continue their practice of paying severance benefits to terminated employees. While the employees are employed as "at-will" employees, the Debtors generally provided severance equal to:

(i) for terminated salaried Employees, one week salary for every year worked at the company; and

(ii) for terminated hourly employees, five days pay in lieu of advance notice.

In addition, the Debtors pay terminated employees their:

-- accrued and unused vacation time,

-- any reimbursable expenses outstanding as of the date of termination; and

-- health-care related reimbursements or expenses.

Accordingly, the Debtors seek the Court's permission to continue, in their discretion, the practices for employees terminated after the Petition Date.

G. Vacation, Personal and Sick Leave Policies

The Debtors' vacation and sick time policies apply to all qualifying regular full-time employees.

The Debtors seek Judge Wizmur's permission to permit employees to use, in the ordinary course, the scheduled vacation time and sick time that they earned accrued and did not use prior to the Petition Date, to the extent that the employees do not terminate their employment with the Debtors. In addition, the Debtors seek the Court's authority to continue to pay out earned vacation time at termination, in accordance with their prepetition policies.

As of the October 31, 2004, accrued and unused vacation time was valued at around $16,018,000, or $1,337 per employee.

* * *

Judge Wizmur promptly grants the Debtors' request.

The Court directs all applicable banks and other financial institutions to receive, process, honor and pay any and all checks drawn on the Debtors' accounts related to Employee Compensation, Deductions and Benefits, provided that sufficient funds are on deposit to cover the payments.

Headquartered in Atlantic City, New Jersey, Trump Hotels & CasinoResorts, Inc., through its subsidiaries, owns and operates fourproperties and manages one property under the Trump brand name.The Company and its debtor-affiliates filed for chapter 11protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898through 04-46925). Robert A. Klymman, Esq., Mark A. Broude, Esq.,John W. Weiss, Esq., at Latham & Watkins, LLP, and CharlesStanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N. Stahl,Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano, P.A. represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed more than $500 million in total assets and more than $1 billion in total debts.

UAL CORP: Court Extends Exclusive Plan Filing Until Jan. 31-----------------------------------------------------------As reported in the Troubled Company Reporter on Nov. 19, 2004,UAL Corporation and its debtor-affiliates return to the U.S.Bankruptcy Court for the Northern District of Illinois to seek another extension of their exclusive periods to file and solicit acceptances of a plan of reorganization.

The Debtors want the period within which they have the exclusive right to file a Chapter 11 Plan extended through January 31, 2005, and the period within which they have the exclusive right to solicit votes for that plan through March 31, 2005.

According to Frank Cummings, Esq., at LeBoeuf, Lamb, Greene & MacRae, in Washington, D.C., the Debtors' management has not demonstrated the vision and leadership needed to successfully reorganize and has failed to demonstrate effective communication and cooperation with its constituencies in these proceedings. Management has not been truthful about the Debtors' request to reduce Section 1114 retiree benefits. The Debtors planned the Section 1114 Motion before they filed for bankruptcy, yet denied this at several junctures. Management also placed all its eggs in the ATSB loan guarantee basket and got caught flat-footed when the application was denied. It was irresponsible to operate without a contingency plan. The retirees are suffering the pain from this myopia, because they are being asked for financial concessions to bail out an ineffective management team.

The Debtors have produced a string of failures. They have "failed to secure ATSB guarantee approval, failed to plan for the possibility that this approval would be denied, failed to reach agreements with its airline financiers, failed to create reliable financial models, failed to put together a plan of reorganization and, so it appears, failed to obtain lenders or equity investors," Mr. Cummings says.

The Debtors refuse to communicate with the URPBPA. Despite statements that it is working and communicating with all "key stakeholders," the Debtors have not interacted with URPBPA on their business plan, the pension issue or a plan of reorganization.

Debtors Respond

The URPBPA lacks standing in these proceedings. The URPBPA is neither a creditor nor a party-in-interest. The URPBPA does not hold claims against the Debtors and, therefore, lacks standing to object to an extension of the Exclusive Periods. Just because the URPBPA's membership is comprised of retired pilots, their survivors and dependents does not make the URPBPA an authorized representative. Neither the URPBPA nor its law firm has met the requirements of Rule 2019 of the Federal Rules of Bankruptcy Procedure.

The URPBPA argued that the Debtors lack of a contingency plan after ATSB denial was "irresponsible." James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago, Illinois, says the argument is disingenuous because, as the URPBPA knows, the law creating the ATSB provided that if an airline had a market-based alternative, it would not be eligible for a loan guaranty. Any alternative plan would have been grounds for denial before the process even started. Lack of an alternative plan was neither a failure in preparation nor the absence of foresight, but rather a necessary condition required to pursue government guaranteed financing. Notably, Mr. Sprayregen adds, the decision to pursue an ATSB loan guarantee, which meant no viable business plan could be formulated, was supported by the URPBPA.

* * *

Judge Wedoff grants the Debtors' request. The exclusive period to file a plan is extended through January 31, 2005. The Debtors have until March 31, 2005, to solicit votes on that plan.

The URPBPA's objection is overruled.

Headquartered in Chicago, Illinois, UAL Corporation --http://www.united.com/-- through United Air Lines, Inc., is the holding company for United Airlines -- the world's second largest air carrier. The Company filed for chapter 11 protection on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $24,190,000,000 in assets and $22,787,000,000 in debts. (United AirlinesBankruptcy News, Issue No. 66; Bankruptcy Creditors' Service,Inc., 215/945-7000)

UAP HOLDING: Moody's Upgrades Senior Implied Rating to B1---------------------------------------------------------Moody's Investors Service raises UAP Holding Corp.'s senior implied rating to B1 from B3 and removes the ratings from review, where they were placed on November 5, 2004. Moody's ratings on existing debt at both UAP Holding and United Agri Products, Inc. were also raised. The rating action was prompted by better than expected operating performance and by management's successful partial initial public offering, which reflects a more creditor friendly strategy to return value to existing shareholders. While most of the IPO went to existing shareholders the company did benefit from approximately $47 million of the proceeds, which were used to reduce debt and preferred stock. The rating outlook is stable.

The rating action was prompted, in part, by management's decision to sell, in an effort to realize value for existing equity holders and reduce debt, some 52% (or more if a green shoe is exercised) of UAP Holding shares in an IPO. This IPO reverses management's prior plans, announced in April 2004 that centered on using Income Deposit Securities -- IDS. Moody's concern was that companies who issue IDS's will focus on maximizing distributable cash flow at the expense of other credit fundamentals. The company's successful IPO eliminates this prior concern. In addition, the upgrade reflects the benefits of debt reduction prompted by the use of some $47 million of the proceeds of the equity offering to reduce both senior notes at UAP and eliminate some preferred stock at UAP Holding. Pro forma for the IPO, debt and preferred stock will approach $418 million and leverage as measured by Total Debt to EBITDA will be just over 3 times. This ratio assumes average annual revolver borrowings versus actual revolver borrowings in an attempt to reflect the seasonal borrowing needs of UAP's business. Pro forma for the prior IDS transaction, debt and preferred stock would have exceeded $650 million and leverage as measured by Total Debt and preferred stock to EBITDA would have approached 5.3 times.

The ratings also reflect UAP Holding's thin, albeit reasonable for an agricultural distributor, EBITDA margins of 5.3% that have continued to improve over the last 12 months. The ratings also consider that UAP's historical cash from operations has fluctuated significantly despite relatively stable EBITDA, though recognizing that the company has successfully taken steps to reduce this volatility. Current management has successfully achieved a permanent reduction in working capital of over $100 million in the last year. The ratings also derive modest support from the potential for further access to the equity market over time.

The B1 senior implied rating reflects agricultural market risks, including the seasonality of sales, the influence of weather, and the effect of government subsidies on farm planting decisions. The ratings also incorporate UAP Holding's significant operating leases and the highly competitive nature of its markets. The ratings are supported by the company's entrenched position as the leading supplier of agricultural inputs (chemicals, fertilizers and seeds) in the U.S. and Canada, its significant scale with $2.56 billion of LTM revenues as of August 29, 2004, long-standing relationships with key agricultural input suppliers, modest capital expenditure requirements, and its private label products, which support higher margins. The ratings also consider the benefits associated with the company's ongoing restructuring efforts and the improvement in financial metrics over the past 24 months. Furthermore, the ratings assume that management can continue to improve financial performance and reduce working capital over the next two years. Moreover, Moody's believes that the company will continue to benefit from a strong U.S. farm economy in 2005.

The notching of UAP's revolving credit facility (rated Ba3) one level above the senior implied at the holding company recognizes the benefit of both structural subordination and collateral support under the borrowing base. Availability is subject to a formula based on the sum of 85% of receivables, 75% of extended receivables, and 55% to 65% of inventories (based on the time of year). Only domestic assets are factored into UAP's borrowing base calculation. UAP's borrowings under the revolver are secured by substantially all domestic assets. UAP Holding and its domestic subsidiaries guarantee the credit facility. Moody's notes that United Agri Products Canada, Inc., is a co-borrower, with its own borrowing base, under the credit facility and its borrowings are guaranteed by Canadian subsidiaries. The B1 rating for UAP's guaranteed senior unsecured notes reflects their position at the operating company, their unsecured status, and the benefits of the domestic subsidiary guarantees. The indentures for the senior unsecured notes will include standard limitations on dividends, restricted payments, and additional indebtedness.

The B3 rating for UAP Holding's senior discount notes at B3 reflects their structural subordination to a substantial level of debt at UAP, the principal operating subsidiary. The notes are not guaranteed and interest will become cash pay in 2008. Moody's notes that UAP Holding has no operating assets and is solely reliant on cash distributions from UAP to make cash interest payments beginning in January 2008. The senior unsecured bonds issued by UAP contain standard covenants that will limit distributions from UAP to UAP Holding.

The stable outlook reflects Moody's expectation that an improved 2004 and improving 2005 domestic farm economy combined with UAP's cost reduction and working capital initiatives will translate into positive operating cash flow, in aggregate, over the medium term. The ratings could be lowered if the company fails to achieve yearly positive free cash flow, if financial performance does not continue to improve in FY2005, or if revolver borrowings are greater than the company anticipates. The ratings could be raised if the company is able to demonstrate that it can consistently generate positive free cash flow even with a weak farm economy and financial metrics improve significantly.

UAP, formerly a wholly owned subsidiary of ConAgra Foods, Inc., operates 320 farm distribution and storage centers (down from 350) in major crop producing areas of the U.S. and Canada. UAP distributes crop protection chemicals, fertilizers, and seeds. The company also has three (down from five) formulation and blending plants, which produce proprietary branded products as well as private-label products from third parties. Approximately 55% of UAP's customers are retail and the remainder are wholesale. The customer base is highly fragmented with the top ten customers accounting for 3% of revenue. The company's geographic presence across the U.S. and in Canada helps insulate it from adverse agricultural conditions on a regional basis.

The ratings recognize Moody's concern that UAP's historical cash flow from operations has been very volatile. More specifically, cash from operating activities was negative $3 million, positive $121 million, negative $268 million and positive $342 million in FY endings February 2001, 2002, 2003 and 2004, respectively. The increase in fiscal 2004 was due to improvements in working capital, including better inventory and payables management due to a lower participation by UAP in early purchasing programs from their suppliers. The decrease in fiscal 2003 was primarily due to prepayments to various suppliers for early payment discounts on crop protection chemicals and lower year-end accounts payable to suppliers. This was partially offset by lower inventories and increased earnings. As mentioned, this volatility has partly stemmed from the company's historical practice of purchasing large amounts of inventory to secure supplier incentives, which include rebates based on the volume purchased. Moreover, the company has prepaid for inventory in prior years to further benefit from these incentives. Moody's believes that as an independent company with higher financing costs, UAP is less likely to pursue such activities, hence cash flows should be more stable.

Moody's is also concerned that supplier rebates represent a significant portion of EBITDA and operating cash flows. Over $96 million of rebate receivables were generated as of August 29, 2004, which is roughly seventy percent of the company's pro forma LTM EBITDA; yearly rebates are almost twice LTM EBITDA. Moody's recognizes that the vast majority of these rebates are directly tied to the sale of specific products and are in part contingent (i.e., dependent on minimum volumes or tied to achieving certain commercial objectives). Moreover, Moody's recognizes that these rebates are a standard industry practice and that it is unlikely that these rebates would not be paid due to the size and credit quality of the agricultural chemical suppliers who offer them. Moody's also notes that company management has been successful in its negotiations with suppliers in having the rebates paid much earlier in the operating cycle as opposed to being primarily paid in the fourth quarter.

Moody's recognizes that UAP's initiatives to improve working capital management have yielded positive results. These initiatives include increasing emphasis on monitoring receivables collections, scaling back the number of customers on extended receivables terms, and reducing stock keeping units (SKUs) to 40,000 from 70,000. Partially as a result of these changes UAP management has reduced average working capital from approximately 25.5% of net sales in fiscal 2001 to approximately 20.4% of net pro forma sales in fiscal 2004, a reduction of $205 million. The company plans to continue improving working capital as it operates as a stand-alone business.

The ratings also recognize the significant business risk inherent in the agricultural industry and the number of factors that are outside of management's control. While UAP will tend to have more stable revenues than either farmers or agricultural chemical and fertilizer suppliers, its profitability will rise and fall with the North American farm economy as a whole. The North American farm economy is highly dependent on subsidies and other government programs that provide monetary assistance to farmers, as well as other exogenous factors such as weather and export demand for crops. Moody's believes that the combination of these factors creates greater uncertainty over the duration of the current upswing in farm profitability and hence, the extent to which UAP's financial performance will benefit over the next several years. Furthermore, UAP's business is highly seasonal (nearly 75% of the company's revenues are recorded in fiscal 1Q and 2Q) and the company will continue to incur loses in the third quarter of its fiscal year.

The ratings take into account UAP's high but improving pro forma leverage with debt to LTM EBITDA of 3 times, assuming a lower average annual outstanding debt balance on the existing revolver. Additionally, pro forma debt to capitalization stood at 80% of August 29, 2004. However, Moody's acknowledges that these metrics are based on seasonally high pro forma revolver borrowings of $240 million, and that average yearly borrowings under the revolver are expected to be somewhat lower than this amount. Pro forma for the transaction, as of August 29, 2004, UAP would have cash of some $15 million and pro forma revolver availability of $241 million. Based on the company's forecasts, the revolver should be fully paid by every February as the company collects crop term receivables and supplier rebates. Moody's notes that there is significant flexibility under the financial covenants, and that required ratios become non-operative if revolver availability exceeds $40 million. If the covenants were in force they would require LTM EBITDA to exceed $70 million and fixed charge coverage to exceed 1.1 times. Additionally, UAP will have a favorable debt maturity profile as the next significant maturity will be in 2008, when the revolver expires.

Headquartered in Greeley, Colorado, United Agri Products, Inc., formerly a wholly owned subsidiary of ConAgra Foods, Inc., operates 320 farm distribution and storage centers in major crop producing areas of the U.S. and Canada. The company's revenues were $2.6 billion for the LTM ended August 29, 2004.

UNITED REFINING: Reports $11.4 Million Year-End Net Income----------------------------------------------------------United Refining Company reported results for the Company's fiscal year ended August 31, 2004.

Net sales for the year ended August 31, 2004 and August 31, 2003 were $1.489 billion and $1.290 billion, respectively, which was an increase of $198.5 million or 15.4% over the prior year. Increases in net sales for the year ended August 31, 2004 were due primarily to increases in selling prices attributed to increased worldwide crude oil prices.

Operating income for the year ended August 31, 2004 was $48.5 million, an increase of $35.4 million from the $13.1 million in operating income for the year ended August 31, 2003.

Net Income for the year ended August 31, 2004 was $11.4 million an increase of $16.7 million from a Net Loss of $5.3 million for the year ended August 31, 2003.

Earnings before interest, taxes, depreciation, amortization, and prepayment premium on debt refinancing for the fiscal year ended August 31, 2004 increased $31.5 million to $60.1 million from $28.6 million for the fiscal year ended August 31, 2003.

EBITDA before Last In First Out inventory adjustment for the fiscal year ended August 31, 2004 increased $45.1 million to $74.3 million from $29.2 million for the fiscal year ended August 31, 2003.

United Refining Company -- http://www.urc.com/-- is an independent refiner and marketer of petroleum products. It fuels cars, trucks, airplanes and farm and construction equipment, as well as the homes and industries in one of America's largest concentrations of people and commerce. Their market includes Pennsylvania and portions of New York and Ohio.

* * *

As reported in the Troubled Company Reporter on July 27, 2004, Standard & Poor's Ratings Services assigned its 'B-' rating to independent petroleum refiner and retail marketer United Refining Company's $200 million senior notes due 2014.

UNIVERSAL CITY: Moody's Rates $650M Senior Secured Facilities Ba3-----------------------------------------------------------------Moody's Investors Service assigned a Ba3 rating to Universal City Development Partners, LTD.'s new $650 million senior secured credit facilities consisting of a $100 million revolving credit facility due in 2010 and an amortizing $550 million term loan facility with a final maturity in 2011. Moody's also affirmed the company's B1 senior implied rating and the B2 rating on its existing senior unsecured notes due 2010. The ratings outlook is stable.

The ratings reflect Moody's concerns with UCDP's reliance on a single destination resort location that depends on out-of-state and overseas visitors, of whom over 50% require air travel, and UCDP's high financial leverage of approximately 6x debt-to-EBITDA expected at year-end 2004, when taking into account the proposed distribution. Moreover, Moody's is concerned that future distributions could slow de-levering. Moody's does not expect UCDP to receive material financial support from its equity holders, despite GE's significant wherewithal. Moody's is concerned that proposed distributions limit the company's financial flexibility at this rating level and limit its liquidity options should the leisure travel industry experience a sharp unexpected decline.

The ratings are supported, however, by UCDP's debt repayment of approximately $340 million since December 31, 2001, its generally strong long-term operating growth prior to 2001 and its recovery in 2003 and 2004, and UCDP's leading market position as a high quality destination theme park that particularly appeals to families with older children (over 10 years old). The ratings also reflect high barriers to entry that include market awareness and significant up-front investment, and the company's unique set of movie themed creative rights. UCDP's stronger new ownership profile further supports UCDP's ratings now that GE is a 40% indirect owner through its 80% ownership interest in NBC-Universal. Moody's expects the company will generate sufficient free cash flow in the future to de-lever well under 5.0x total debt-to-EBITDA by 2007.

Moody's expects that about $510 million from the credit facilities will be used to refinance repayment of UCDP's already existing credit facilities, effectively extending the maturities of the financings from 2007 to 2011, with the remainder used to make a cash disbursement to its holding companies. In addition to the new credit facilities, Moody's anticipates that $450 million of unsecured holding company notes will be issued by the two partnerships (Universal City Florida Holding Co. I and Universal City Florida Holding Co. II) that own UCDP. Moody's expects the notes to be issued shortly. Moody's expects proceeds to be used to make approximately $450 million in distributions to Blackstone and NBC Universal, and an additional $70 million to be used to repay deferred fees.

The new credit facilities are rated one notch above the senior implied rating for UCDP, reflecting the secured position that these facilities have in the total debt structure, the excess cash flow recapture that allocates 50% of excess cash flow to debt pre-payment, and the limitations on restricted payments and debt incurrence for the borrower. Restricted payments are permitted if no more than $30 million of the revolver is outstanding at the time and the Total Funded Debt-to-EBITDA (adjusted for hurricane costs and other items) is below or equal to 4.25x through year-end 2005, 4.0x through year-end 2006, and 3.75x thereafter. The facilities are secured by all property and assets of UCDP. Notably, the facilities will enjoy structural seniority to the company's proposed $450 million issuance of unsecured holding company notes.

Moody's expects the financial covenants for the new bank facility to include a Total Debt-to-EBITDA test (the Total Funded Debt Ratio), which is presently set at 5.0x, has a series of step downs to 4.5x by year end 2006,4.25x by year end 2007, and 4.0x thereafter. The EBITDA for this covenant test includes adjustments for hurricane costs from the third quarter of 2004 and other adjustments going forward. Financial covenants also include minimum EBITDA-to-interest expense levels of at least 1.5x through year-end 2005, 1.6x through year-end 2006 and 1.7x thereafter. There are also restrictions on capital expenditures. The credit facilities have typical covenants including limitations on restricted payments, incurrence of debt, mergers, assets sales and transactions with affiliates.

Moody's believes asset coverage of the company's total debt presently exceeds 1.5x based on market comparables. In a distressed scenario, Moody's is concerned that asset coverage would likely deteriorate, and that there also remains a limited set of likely buyers. However, Moody's believes all debt to be covered in the most likely scenarios.

The stable outlook reflects Moody's expectation that operating trends will remain stabile or somewhat positive, that UCDP will apply the majority of its future free cash flow to debt reduction aside from certain pre-identified capital expenditures and distributions, and that no natural or man made disasters occur to the greater Orlando market. The rating could be lowered if there is a material decline in park attendance levels or if the travel industry broadly experiences a steep decline.

Universal City Development Partners, LTD., headquartered in Orlando Florida, is a leading provider of family entertainment.

US AIRWAYS: Mitsui Asks for Adequate Protection of Aircraft-----------------------------------------------------------Mitsui Leasing Capital Corporation, Showa Leasing Co., Ltd., Marubeni America Corporation, and Kyodo Leasing Co., Ltd., ask the U.S. Bankruptcy Court for the Eastern District of Virginia for adequate protection in the event US Airways, Inc., and its debtor-affiliates are going to continue to use their aircraft.

Mitsui, Showa, Marubeni and Kyodo, Wachovia Bank as Owner Trustee, U.S. Bank as Mortgagee, and Aircraft Lease Finance V, Inc., as Owner Participant, are parties to a Trust Participation Agreement dated December 3, 1985, with the Debtors. Two Boeing 737-301 aircraft bearing Tail Nos. N334US and N335US, and four aircraft engines, identified as CFM International Model 56-3B1, secure the Trust.

The Debtors currently use the Aircraft, exposing the parties' interest in the Property to the risk of diminution of value. The usage diminishes the Aircraft's value as each day, hour and cycle of operation bring the airframes and components closer to their next scheduled maintenance events. The value of a commercial jet depends on where in the maintenance cycle the airframe, landing gears, Auxiliary Power Units and engines are. Even if the Debtors are performing maintenance, the accrual of days, hours and cycles diminishes the value.

According to Margot Erlich, Esq., at Pillsbury Winthrop, in New York City, adequate protection is intended to ensure that a party's interest in its property is not impaired during bankruptcy, when the automatic stay prevents the party from protecting its interests. Under Section 363 of the Bankruptcy Code, a debtor may use the estate's property, but not at the expense of passing risk of loss or dissipation of the property's value on to another party.

To adequately protect their interest in the Aircraft, the parties ask the Court to compel the Debtors to:

(a) comply with the requirements of the Federal Aviation Act;

(b) comply with all provisions of the Agreements on operation, maintenance and use of the Aircraft;

(c) pay monthly cash maintenance reserves, including:

(1) airframe reserves toward the next "C" airframe check;

(2) engine reserves toward the next shop visit;

(3) landing gear reserves; and

(4) Auxiliary Power Unit reserves.

Headquartered in Arlington, Virginia, US Airways' primary business activity is the ownership of the common stock of:

Under a chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital.

USGEN: Objections to the Hydro Sale Must be Filed by Nov. 30------------------------------------------------------------The Honorable Paul Mannes of the U.S. Bankruptcy Court for the District of Maryland will convene a sale hearing on Dec. 15, 2004, at 10:30 a.m., to consider:

(a) the sale of USGen New England, Inc.'s hydroelectric generating facilities and business to TransCanada Hydro Northeast, Inc.;

(b) USGen's assumption and assignment to TransCanada of certain executory contracts and unexpired leases; and

(c) the assumption by TransCanada of certain USGen liabilities.

Except as expressly assumed by TransCanada, the transferred assets, assigned contracts and leases are to be sold or transferred free and clear of:

(a) all liens, claims, interests, and encumbrances,

(b) all obligations and liabilities or claims against USGen, except in the case of assumed liabilities

USGen is the operator and not the owner of Bear Swamp/Fife Brook Facilities. Potential purchasers of these assets, excluding the land on which Bear Swamp is situated, should contact:

WILLIAM LYON: Moody's Assigns B2 Rating to $150M Senior Notes-------------------------------------------------------------Moody's Investors Service assigned a B2 rating to the recent issue of $150 million of 7.625% Senior Notes of William Lyon Homes, Inc. At the same time, Moody's confirmed the company current ratings, including its B1 senior implied rating, B2 issuer rating, and B2 ratings on the company's existing issues of senior unsecured notes. The ratings outlook is stable.

The stable outlook is based on Moody's expectation that William Lyon Homes will exercise capital structure discipline as it takes advantage of growth opportunities in California and elsewhere. The repurchase of 1,275,000 shares of its common stock, of which approximately $70 million of the net proceeds of this offering were used to fund, represents a departure from this expected discipline but the company's balance sheet and ratings can accommodate this transaction.

The ratings reflect:

(1) the company's healthy and growing profitability and the substantial growth in its equity base from the nadir reached in 1997;

(2) the company's successful strategy of forming very profitable joint ventures in California, particularly for high-priced homes, in which it has to put up only minimal equity;

(3) its strong shares in key California markets; and the shift in its capital structure away from one that was top-heavy with secured debt.

At the same time, the ratings acknowledge William Lyon Homes' heavy geographic concentration in California, the rising number of top 20 national homebuilders in its markets, the moderately heavy debt leverage employed, and the continued presence of secured debt, albeit reduced, in the capital structure.

These ratings actions were taken:

* B2 assigned on $150 million of 7.625% Senior Notes Due 12/15/2012

* B1 senior implied rating confirmed

* B2 senior unsecured issuer rating confirmed

* B2 confirmed on the $246 million of 10.75% Senior Notes due 4/01/2013

* B2 confirmed on the $150 million of 7.5% Senior Notes due 2/15/2014

The senior notes are senior unsecured obligations of William Lyon Homes, Inc., (a California operating company) and are unconditionally guaranteed on a senior unsecured basis by William Lyon Homes (a Delaware corporation, which is the parent company) and all of its existing and certain of its future restricted subsidiaries.

Because the senior notes are unsecured, they are both contractually and structurally subordinated to William Lyon Homes' bank credit facilities, which are secured (and are not rated by Moody's), and to the off-balance sheet debt at the company's joint ventures. This accounts for the notching of the senior notes below that of the senior implied debt rating of the company.

The company's operating results and financial profile have shown marked improvement in recent years. The company has been profitable each year since 1997, with net income ranging between $39 million and $72 million for the last five years through year-end 2003, while net income for the nine months of 2004 climbed to $91.5 million. Book net worth has grown from a negative $5.7 million in 1997 to $348 million as of Sept. 30, 2004, although the recent share repurchase, offset in part by expected fourth quarter earnings, will reduce that figure by year-end. With goodwill at a modest $6 million, tangible net worth resembles book net worth.

As a result, debt leverage has been reduced, with homebuilding debt/capitalization decreasing from greater than 100% in 1997 to a pro forma 72% as of the nine months ended September 30, 2004. Pro forma homebuilding debt/LTM adjusted EBITDA as of the end of the same time period was 2.4x. The company has been generating strong returns for the last five years, with mid-to-high double-digit returns on equity (even after excluding a healthy income contribution from unconsolidated joint ventures). Return on assets (EBIT/assets) has run at the low to mid-double digit range. These are healthy profitability metrics for a B1 credit and help mitigate the moderately heavy debt leverage employed.

In 1997, the company's ability to acquire, hold, and develop real estate projects on its own, especially the larger ones or those involving higher priced homes, became restricted as a result of financial covenant violations. Consequently, it began forming joint ventures with well-capitalized joint venture partners that provided the bulk of the required capital, usually upfront. By year-end 2003, William Lyon Homes was involved in 14 unconsolidated joint ventures that had revenues for the year of $326 million (vs. $898 million of consolidated company revenues). These ventures were conservatively capitalized as well, with $94 million of equity capital (of which the company had a $43 million share) supporting $111 million of debt. Going forward, the company has the flexibility of keeping more of the development projects on its own books but may continue using joint ventures for the larger projects.

The company has been building in California for over 45 years and continues to hold strong shares in key markets. It currently is number eight overall in Southern California, number four in Orange County, number seven in San Diego (for single-family homes), and number 11 overall in Northern California.

Pro forma for the issuance of the $150 million of 7.625% senior notes and repayment of approximately $78 million of secured bank debt, secured debt within the company's capital structure will be less than 20%. This figure fluctuates during the year with peak borrowings in the summer months and much lower levels by year-end. However, the days when secured obligations comprise 50-100% of the debt portion of the capital structure should be behind the company.

On the flip side, despite expansion into Arizona and Nevada, the company remains heavily concentrated in California. For the year ended December 31, 2003, approximately 80% of company's revenues (including that of its joint ventures) and a substantial proportion of its gross profits were derived from California.

In 1991, The William Lyon Co. (a predecessor affiliate) was the largest Southern California homebuilder and The Presley Cos. (a predecessor company) was number 12. By 2001, William Lyon Homes had dropped to among the top ten homebuilders in Southern California and among the top ten in California as a whole in markets that now included a rising number of top 20 national homebuilders.

Future events that could potentially stress William Lyon Homes' senior implied rating include its taking another significant land impairment charge (it took four between 1992 and 1997), further leveraging its capital structure, or having relatively poorer performance than that of its peers during any industry downturn. Future events that could adversely impact the rating on the senior unsecured notes include the addition of a new permanent wedge of senior secured debt to the capital structure. Moody's anticipates that the secured bank credit facilities, which are currently sized at $395 million, will be used largely for seasonal working capital needs. Consideration for further improvement in the company's ratings will include the ability of the company to reduce its California concentration considerably, maintain its strong financial performance throughout the next industry downturn, and grow its equity base substantially while reducing debt leverage below the current levels.

Begun in 1956 and headquartered in Newport Beach, California, William Lyon Homes designs, builds, and sells single family detached and attached homes in California, Arizona and Nevada. Consolidated revenues and net income for the last twelve months ended September 30, 2004 were $1.6 billion and $130 million, respectively.

Z-TEL TECH: Reports Status of Exchange Offer for Preferred Shares-----------------------------------------------------------------Z-Tel Technologies, Inc. (Nasdaq/SC: ZTELC), parent company of Z-Tel Communications, Inc., reported the current status of its previously announced exchange offer of its common stock for all of its outstanding classes and shares of preferred stock.

As of 12:00 noon, Eastern time, on Nov. 24, 2004, Z-Tel had received tenders of:

Included in the amount of shares tendered are all of the shares of preferred stock owned by The 1818 Fund III, L.P., the tender of which is a condition to the consummation of the exchange offer. Also included are 782,225 shares and 1,250,000 shares of Series D Convertible Preferred Stock owned by Gramercy Z-Tel, L.P. and Richland Ventures III, L.P., respectively, the two largest shareholders of Series D Convertible Preferred Stock.

The Exchange Offer does not expire until 5:00 p.m., Eastern time, on Nov. 29, 2004, accordingly holders of shares of preferred stock who have not yet tendered their shares and wish to do so will have until such time to validly tender their preferred shares to Z-Tel, which Z-Tel has offered to exchange as follows:

-- For its Series D Convertible Preferred Stock, which as of September 27, 2004 3,976,723 shares with a liquidation preference of $16.55 per share and a conversion price of $8.47 per share were outstanding, to exchange 25.69030 shares of its common stock, for each share of its Series D Preferred Stock (representing an exchange price of approximately $0.644 per share);

-- For its 8% Convertible Preferred Stock, Series E, which as of September 27, 2004 4,166,667 shares with a liquidation preference of $16.26 per share and a conversion price of $8.08 per share were outstanding, to exchange 25.24216 shares of its common stock, for each share of its Series E Preferred Stock (representing an exchange price of approximately $0.644 per share); and

-- For its 12% Junior Redeemable Convertible Preferred Stock, Series G, which as of September 27, 2004 171.214286 shares outstanding with had a liquidation preference of $144,974.90 per share and conversion price of $1.28 per share were outstanding, to exchange 161,469.4 shares of its common stock, for each share of its Series G Preferred Stock (representing an exchange price of approximately $0.898 per share).

The exchange offer is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933 and is conditioned upon:

(i) receipt of the approval of Z-Tel's shareholders of certain matters to be voted upon at a special meeting to be called by Z-Tel; and

(ii) the tender of all shares of preferred stock owned by The 1818 Fund III, L.P.

The complete terms and conditions of the exchange offer are set forth in the Offer to Exchange and Letter of Transmittal that has been mailed to holders of the preferred stock. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from Z-Tel by contacting Andrew L. Graham, the Exchange and Information Agent for the exchange offer, at (813) 233-4567. Stockholders are urged to read the Offer to Exchange and Letter of Transmittal because they contain important information concerning the exchange offer.

About Z-Tel

Z-Tel offers consumers and businesses nationwide enhanced wire line and broadband telecommunications services. All Z-Tel products include proprietary services, such as Web-accessible, voice-activated calling and messaging features that are designed to meet customers' communications needs intelligently and intuitively. Z-Tel is a member of the Cisco Powered Network Program and makes its services available on a wholesale basis to other communications and utility companies, including Sprint. For more information about Z-Tel and its innovative services, please visit http://www.ztel.com/

* ACG New Jersey to Host Due Diligence Symposium on Feb. 9----------------------------------------------------------The Association for Corporate Growth New Jersey is holding a Due Diligence Symposium on Wednesday, Feb. 9, 2005, at the Hilton Woodbridge in Iselin, New Jersey from 8:00 a.m. through 5:30 p.m. The event is hosted by:

The symposium, which should be attended by those working in private equity firms, other financial institutions and corporate organizations, will offer concurrent sessions addressing legal, accounting/financial, operational, insurance and benefits issues.

The album is pure classic rock-and-roll, with driving rhythms and soaring harmonies reflecting the strong influence of the legendary Brian Wilson, The Beach Boys, and Jan & Dean -- and a touch of Elvis.

Mr. Savell's musical take on the legal world started with performances at the University of Michigan Law School's "Law Revue" (alleged) talent show in the early 1980s. It continued with solo and in-house band performances at summer and holiday functions at his prominent Manhattan law firm, where his poking good-natured fun at lawyers and the legal profession was well-received and encouraged. Over the years he recorded many of these songs, producing vinyl records, cassette tapes, and then CDs which he gave each holiday season to family, friends, colleagues, clients, and people he met on airplanes. Preparing a commercial release was the natural next step.

Mr. Savell's unique albums are dedicated to the proposition that lawyers' zealous representation of clients and furtherance of the public good can be only enhanced by a healthy willingness of lawyers to poke fun at themselves appropriately on occasion. They also hopefully contribute to the effort to make people think a little differently about lawyers, and show that attorneys are not necessarily humorless, boring, or incapable of self-deprecation (success on at least the last item is guaranteed).

His philosophy also emphasizes that lawyers and other people really need to take the time to pursue their "after-hours" dreams, despite the increasing pressures, longer work days (and nights), and other factors that may make them think it is impossible -- and no matter how unrealistic or unlikely realizing those dreams may be. Being able to enjoy or express ourselves or just blow off steam ends up making us happier, and thus better, at whatever we do that actually pays our bills.

These CDs are the perfect gifts for lawyers, law students, law professors, and the people who work with, live with, know and love them. They're also a great choice for law firm, corporate legal department, or other office or law school holiday party giveaways and client or staff holiday gifts.

LawTunes albums are an appealing treat all year round. And they're perfectly legal!

Is everything a crime these days? Are we making a federal case out of everything these days? In a new Cato Institute book, legal scholars warn that the increasing use of criminal penalties and the constant creation of new federal crimes are making ordinary citizens vulnerable to arrest and imprisonment for behavior that no sensible person would consider a crime.

As editor Gene Healy explains in GO DIRECTLY TO JAIL: The Criminalization of Almost Everything, published by the Cato Institute, the criminal law was once society's last line of defense, reserved for behavior that everyone recognized as wrong. But it's fast becoming Congress's first line of attack-just another way for legislators to show they're serious about the social problem of the month, whether it's corporate scandals or e-mail spam.

While violent crime often goes unpunished, Congress continues to add new trivial offenses to the federal criminal code. These additions have significant costs, in terms of wasted resources and lost liberties.

(1) Overcriminalization -- the use of the criminal law to punish behavior that used to be handled with civil lawsuits or fines and to outlaw behavior that's simply none of the government's business. As the book's contributors note, businesspeople have gone to jail under federal wetlands regulation for putting clean dirt on dry land. Others have been sentenced to long prison terms for packaging lobster tails in plastic bags rather than cardboard boxes or for failing to understand the thousands of pages of complex regulations governing Medicare.

(2) Federalization -- the creation of federal laws for crimes already covered by state laws. There are only three federal crimes in the U.S. Constitution. But today there are more than 4,000 federal crimes on the statute books and thousands more buried in the Code of Federal Regulations. Church arson, drive-by shootings, and the possession of recreational drugs are but a few commonplace examples.

(3) Excessive criminal punishments -- the use of heavy-handed criminal law enforcement tactics, such as handcuffing and jail time, against people guilty of minor offenses and, in some cases, people who aren't guilty of crimes at all. Case in point: a 12-year-old girl was arrested and handcuffed for eating french fries in a Metro station in Washington, D.C.

The contributors also discuss mandatory minimum sentencing guidelines and habitual offender statutes, which curtail the discretionary power of the judiciary in individual cases and have dramatically increased the number of prisoners serving time for nonviolent offenses. GO DIRECTLY TO JAIL proposes reforms that can help rein in a criminal justice system at war with fairness and common sense.

About the Editor

Gene Healy is senior editor at the Cato Institute. He holds a J.D. from the University of Chicago Law School and is a member of the Virginia and District of Columbia bars. His articles have been published in the Los Angeles Times, the Chicago Tribune, and elsewhere. He resides in Washington, D.C.

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Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report.

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